Republic Power Group Ltd F-1/A, filed Dec 23, 2022

Republic Power Group Ltd (RPGL)

F-1/A 2022-12-23

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British Virgin Islands		7371		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.		☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.		☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering		☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering		☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

Emerging growth company		☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act		☐

	Initial Public Offering Price		Underwriting Discounts⁽¹⁾		Proceeds to Our Company Before Expenses⁽²⁾
Per Share	$	5.00	$	0.275	$	4.725
Total	$	15,000,000	$	825,000	$	14,175,000

	Initial Public Offering Price		Underwriting Discounts⁽¹⁾		Proceeds to Selling Shareholders Before Expenses⁽³⁾
Per Share	$	5.00	$	0.275	$	4.725
Total	$	5,000,000	$	275,000	$	4,725,000

		Page

PROSPECTUS SUMMARY		1

SUMMARY FINANCIAL DATA		7

RISK FACTORS		8

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS		22

ENFORCEABILITY OF CIVIL LIABILITY		23

USE OF PROCEEDS		24

DIVIDEND POLICY		25

CAPITALIZATION		26

DILUTION		27

CORPORATE HISTORY AND STRUCTURE		28

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		29

INDUSTRY		43

BUSINESS		46

REGULATIONS		50

MANAGEMENT		53

PRINCIPAL SHAREHOLDERS		58

SELLING SHAREHOLDERS		59

RELATED PARTY TRANSACTIONS		60

DESCRIPTION OF SHARE CAPITAL		62

SHARES ELIGIBLE FOR FUTURE SALE		70

TAXATION		71

UNDERWRITING		77

LEGAL MATTERS		82

EXPERTS		82

WHERE YOU CAN FIND MORE INFORMATION		82

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

	●	Our business is dependent on certain major clients. For the year ended June 30, 2022, three major clients, Payestation Pte Ltd., Australia Marine Services Pty Ltd. and Smorboll Pte Ltd. accounted for 48.7%, 16.5%, and 15.8% respectively, of the Company’s total revenues. For the year ended June 30, 2021, one major client, Heha Pte Ltd., accounted for 95.1% of the Company’s total revenues. As of June 30, 2022, two major client, Payestation Pte Ltd. and Smorboll Pte Ltd. accounted for 74.6%, and 24.1%, respectively, of the Company’s total accounts receivable. As of June 30, 2021, three major clients, Republic Healthcare Holdings Pte Ltd., Wei Hong Beverage and JR F&B Concept Pte Ltd., accounted for 39.6%, 32.9% and 21.9%, of the Company’s total accounts receivable. Changes or difficulties in our relationships with our major clients may harm our business and financial results.

	●	Our business is dependent on our collaboration with our vendors. As of June 30, 2022, one major vendor accounted, LYC Supply and Trading, for 81.0% of the Company’s accounts payable. For the year ended June 30, 2022, two major vendors, LYC Supply and Trading and Pangu Procurement Pte Ltd., accounted for 17.7% and 16.3% respectively, of the Company’s total purchases. For the year ended June 30, 2021, two vendors, Ad Navitas Pte Ltd. and Darren Loi, accounted for 42.7% and 39.8%, respectively, of the Company’s total purchases. Changes or difficulties in our relationships with our major vendors may harm our business and financial results.

	●	a majority of our board of directors must be independent directors;

	●	our compensation committee must be composed entirely of independent directors; and

Ordinary Shares offered by us		3,000,000 Ordinary Shares

Price per Ordinary Share		We estimate that the initial public offering price will be between US$4.00 and US$6.00 per Ordinary Share.

Ordinary Shares offered by the Selling Shareholders		1,000,000 Ordinary Shares

Ordinary Shares issued and outstanding prior to completion of this offering		16,000,000 Ordinary Shares
Ordinary Shares outstanding immediately after this offering		19,000,000 Ordinary Shares

Listing		We have applied to list our Ordinary Shares on Nasdaq under the symbol “RPGL.” The closing of this offering is conditioned upon Nasdaq’s final approval of our listing application. We cannot assure you that our application will be approved; if it is not approved by Nasdaq, we will not proceed with this offering.

Ticker symbol		“RPGL”

Transfer Agent		Transhare Corporation

Use of proceeds		We estimate that the net proceeds to us from the Offering will be approximately US$13,217,569, assuming the initial public offering price is $5.00 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus. We intend to use the net proceeds from this Offering for research and development, investment in marketing and branding, and other capital expenditures, recruitment of talented professionals, and general corporate purposes and possible future acquisitions and growth opportunities. We will not receive any of the proceeds from the sale of the Ordinary Shares being offered by the Selling Shareholders. See “Use of Proceeds” on page 24 for more information.

Risk factors		The Ordinary Shares offered hereby involve a high degree of risk. You should read “Risk Factors,” beginning on page 8 for a discussion of factors to consider before deciding to invest in our Ordinary Shares.

	For the Years Ended June 30,
	2021		2022		2022
	SGD		SGD		USD
Consolidated Statements of Income:
Operating revenues		8,818,182		4,465,134		3,211,634
Cost of revenues		4,300,206		1,009,077		725,798
Gross profit		4,517,976		3,456,057		2,485,836
Operating expenses		1,871,984		1,411,788		1,015,456
Income from operations		2,645,992		2,044,269		1,470,380
Other expense, net		15,845		70,605		50,784
Income taxes expense		454,144		332,921		239,460
Net income		2,176,003		1,640,743		1,180,136
Weighted average number of ordinary shares outstanding, basic and diluted*		16,000,000		16,000,000		16,000,000
Earnings per share, basic and diluted*		0.14		0.10		0.07

	As of June 30,
	2021		2022		2022
	SGD		SGD		USD
Summary Consolidated Balance Sheet Data
Cash		4,142		23,311		16,767
Total current assets		2,342,064		3,226,609		2,320,800
Total other assets		2,865,183		3,499,773		2,517,279
Total assets		5,381,790		6,889,692		4,955,543
Total current liabilities		1,116,164		2,123,251		1,527,189
Total other liabilities		70,183		63,255		45,497
Total liabilities		1,186,347		2,186,506		1,572,686
Total shareholders’ equity		4,195,443		4,703,186		3,382,857

	●	Assumption about our future financial and operating results, including revenues, income, expenditures, cash balances and other financial items;
	●	our ability to execute our growth, and expansion, including our ability to meet our goals;
	●	current and future economic and political conditions;
	●	our capital requirements and our ability to raise any additional financing which we may require;
	●	impact of COVID-19 pandemic on our business, results of operations, financial condition and cash flows;
	●	our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; and
	●	other assumptions described in this prospectus underlying or relating to any forward-looking statements.

	●	on an actual basis; and

	●	on a pro forma as adjusted basis to reflect the issuance and sale of 3,000,000 Ordinary Shares by us in this offering at the assumed initial public offering price of $5.00 per Ordinary Share, which is the midpoint of the estimated initial public offering price range set forth on the cover page of this prospectus, after deducting the estimated discounts to the underwriter, non-accountable expense allowance, and the estimated offering expenses payable by us.

	June 30, 2022
	Actual		Actual		Pro Forma As adjusted
	SGD		USD		USD⁽¹⁾

Shareholders’ Equity:
Ordinary shares, US$0.000625 par value, unlimited Shares authorized, 16,000,000 Shares issued and outstanding, 19,000,000 Shares issued and outstanding pro forma as adjusted, as of June 30, 2022*		13,453		10,000		11,875
Additional paid-in capital		986,547		709,269		13,924,963
Retained earnings		3,703,186		2,663,588		2,663,588
Total Shareholders’ Equity		4,703,186		3,382,857		16,600,426
Total Capitalization		4,703,186		3,382,857		16,600,426

Initial public offering price per Ordinary Share	US$	5.00
Net tangible book value per Ordinary Share as of June 30, 2022	US$	0.18
Increase in net tangible book value per Ordinary Share attributable to payments by new investors	US$	0.69
Pro forma net tangible book value per Ordinary Share immediately after this offering	US$	0.87
Amount of dilution in net tangible book value per Ordinary Share to new investors in the offering	US$	4.13

	Ordinary Shares purchased					Total consideration					Average price per ordinary
	Number		Percent			Amount		Percent			share

Existing shareholders		16,000,000		84.21	%	US$	0		0	%	US$	0
New investors		3,000,000		15.79	%	US$	15,000,000		100	%	US$	5.00
Total		19,000,000		100.00	%	US$	15,000,000		100.00	%	US$	5.00

	For the Years ended June 30,								Variance
	2021			2022			2022		Amount %
	SGD			SGD			USD
Software development service
Gross profit		4,136,972			2,298,988			1,653,592		(1,837,984	)
Gross margin		50.9	%		72.4	%				(44.4	)%
Consulting and technical support services
Gross profit		314,210			1,157,069			832,244		842,859
Gross margin		52.2	%		89.7	%				268.2	%
Product sales
Gross profit		66,794			-			-		(66,794	)
Gross margin		75.9	%		-	%				(100	)%
Total
Gross profit		4,517,976			3,456,057			2,485,836		(1,061,919	)
Gross margin		51.2	%		77.4	%				(23.5	)%

	For the years ended June 30
	2021			2022			2022
	SGD			SGD			USD
Net cash provided by operating activities		2,722,841			760,136			546,743
Net cash (used in) provided by investing activities		(2,832,394	)		914,557			657,812
Net cash used in financing activities		(1,307,335	)		(1,655,524	)		(1,190,767	)

			Payments Due In
	Total SGD		Less than 1 year		1 - 2 years		3 - 5 years		Thereafter
Contractual obligations
Finance lease obligation		78,473		9,708		9,708		29,124		29,933
Total		78,473		9,708		9,708		29,124		29,933

			Payments Due In
	Total USD		Less than 1 year		1 - 2 years		3 - 5 years		Thereafter
Contractual obligations
Finance lease obligation		56,443		6,983		6,983		20,949		21,528
Total		56,443		6,983		6,983		20,949		21,528

Name	Age	Position(s)
Sai Bin Loi	75	Chairman of the Board and Director
Ziyang Long*	36	Chief Executive Officer and Director Nominee
Keng Yan Yoon	42	Chief Financial Officer
Chan Chee Wai	46	Chief Operating Officer
Jeffrey Stagg*	62	Independent Director Nominee
Ying Shu Wang*	48	Independent Director Nominee
Yi Wei Yeo*	44	Independent Director Nominee

	●	appointing officers and determining the term of office of the officers;

	●	authorizing the payment of donations to religious, charitable, public, or other bodies, clubs, funds, or associations as deemed advisable;

	●	exercising the borrowing powers of the company and mortgaging the property of the company;

	●	executing checks, promissory notes, and other negotiable instruments on behalf of the company; and

	●	maintaining or registering a register of mortgages, charges, or other encumbrances of the company.

	●	appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

	●	reviewing with the independent auditors any audit problems or difficulties and management’s response;

		●	reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

		●	reviewing and approving all proposed related party transactions;

		●	meeting separately and periodically with management and the independent auditors; and

		●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

	●	reviewing and recommending to the board with respect to the total compensation package for our most senior executive officers;

	●	approving and overseeing the total compensation package for our executives other than the most senior executive officers;

	●	reviewing and recommending to the board with respect to the compensation of our directors;

	●	reviewing periodically and approving any long-term incentive compensation or equity plans;

	●	selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and

	●	reviewing programs or similar arrangements, annual bonuses, and employee pension and welfare benefit plans.

	●	identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy;

	●	reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us;

	●	identifying and recommending to our board the directors to serve as members of committees;

	●	advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and

	●	monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

	●	each of our director, director nominees and executive officers who beneficially own our Ordinary Shares; and

	●	each person known to us to own beneficially more than 5% of our Ordinary Shares.

	Ordinary Shares Beneficially Owned Prior to this Offering					Ordinary Shares Beneficially Owned After this Offering⁽⁴⁾					Percentage of Votes Held After this Offering
	Number		Percent			Number		Percent			Percent
Directors and Executive Officers:
Sai Bin Loi		11,000,000		68.75	%		10,000,000		52.63	%		52.63	%
Jeffrey Stagg		-		-			-		-			-
Yi Wei Yeo		-		-			-		-			-
Ying Shu Wang		-		-			-		-			-
Ziyang Long		-		-			-		-			-
Chee Wai Chan		-		-			-		-			-
All Director, Director Nominees and Executive Officers (6 Persons)		11,000,000		68.75	%		10,000,000		52.63	%		52.63	%
5% Shareholders:
Market Tycoon Investments Limited ⁽¹⁾		640,000		4	%		140,000		0.74	%		0.74	%
Cosmic Paramount Enterprises Limited ⁽²⁾		800,000		5	%		-		-			-
Lucky Champion Ventures Limited ⁽³⁾		800,000		5	%		-		-			-

Name of Selling Shareholder	Shares Beneficially Owned Prior to Offering		Maximum Number of Shares to be Sold		Number of Shares owned After Offering		Percentage Ownership After Offering
Sai Bin Loi		11,000,000		1,000,000		10,000,000		52.63	%
Market Tycoon Investments Limited ⁽¹⁾		640,000		500,000		160,000		0.84	%
Cosmic Paramount Enterprise Limited ⁽²⁾		800,000		800,000		—		—
Lucky Champion Ventures Limited ⁽³⁾		800,000		800,000		—		—

(1)	These shares are held by Market Tycoon Investments Limited, a British Virgin Islands business company 100% owned by its sole director, Luk Tat Ho Andy. Its business address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.

(2)	These shares are held by Cosmic Paramount Enterprises Limited, a British Virgin Islands business company 100% owned by its sole director, Chan Kong. Its business address is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

(3)	These shares are held by Lucky Champion Ventures Limited, a British Virgin Islands exempted company 100% owned by its sole director, TAM Chung Wai. Its business address is Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG 1110, British Virgin Islands.

	●	the company does not intend to bring, diligently continue or defend or discontinue proceedings; and

	●	it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.

	●	whether the shareholder is acting in good faith;

	●	whether a derivative action is in the company’s best interests, taking into account the directors’ views on commercial matters;

	●	whether the action is likely to proceed;

	●	the cost of the proceedings; and

	●	whether an alternative remedy is available.

	●	is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was our director; or

	●	is or was, at our request, serving as a director or officer of, or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise.

	●	(a) vote on a matter relating to the transaction;

	●	(b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

	●	(c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction.

	●	1% of the number of Ordinary Shares then outstanding, in the form of Ordinary Shares or otherwise, which will equal approximately 190,000 shares immediately after this offering; or

	●	the average weekly trading volume of the Ordinary Shares on the Nasdaq Capital Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.