Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Republic Power Group Ltd (Name of Issuer) |
Class A Ordinary Shares, par value US$0.000625 (Title of Class of Securities) |
G7523E105 (CUSIP Number) |
Hao Feng Ng Flat B, 2/F., Block 3, Provident Centre, 25 Wharf Road North Point, K3, 000000 852 6693 9188 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | G7523E105 |
| 1 |
Name of reporting person
True Sage International Limited ("True Sage") | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,113,267.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Numbers in Rows (8), (10) & (11) represent the voting power of 10,113,267 class A ordinary shares, par value of US$0.000625 per share (the "Class A Ordinary Shares") and 100,000 class B ordinary shares, par value of US$0.000625 per share (the "Class B Ordinary Shares"), directly held by True Sage, which is an entity controlled by Hao Feng Ng, the chairman of the board of directors of Republic Power Group Ltd ("Republic Power" or the "Issuer"). The Class B Ordinary Shares are convertible to Class A Ordinary Shares at any time on a one for one basis. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to thirty (30) votes. The beneficial ownership percentage in Row (13) is calculated based on 17,250,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares of the Issuer issued and outstanding as of January 28, 2026.
SCHEDULE 13D
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| CUSIP No. | G7523E105 |
| 1 |
Name of reporting person
Hao Feng Ng | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
HONG KONG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,113,267.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
60.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Numbers in Rows (8), (10) & (11) represent the voting power of 10,113,267 class A ordinary shares, par value of US$0.000625 per share (the "Class A Ordinary Shares") and 100,000 class B ordinary shares, par value of US$0.000625 per share (the "Class B Ordinary Shares"), directly held by True Sage, which is an entity controlled by Hao Feng Ng, the chairman of the board of directors of Republic Power Group Ltd ("Republic Power" or the "Issuer"). The Class B Ordinary Shares are convertible to Class A Ordinary Shares at any time on a one for one basis. Each Class A Ordinary Share is entitled to one (1) vote and each Class B Ordinary Share is entitled to thirty (30) votes. The beneficial ownership percentage in Row (13) is calculated based on 17,250,000 Class A Ordinary Shares and 100,000 Class B Ordinary Shares of the Issuer issued and outstanding as of January 28, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, par value US$0.000625 |
| (b) | Name of Issuer:
Republic Power Group Ltd |
| (c) | Address of Issuer's Principal Executive Offices:
#04-09 Techplace II, 5008 Ang Mo Kio Ave 5, Singapore,
SINGAPORE
, 569874. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is jointly filed by True Sage and Hao Feng Ng, who is the sole director and shareholder of True Sage. Each of the persons identified in this Schedule 13D is sometimes referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto as Exhibit 99.1. |
| (b) | The principal place of business for each of the Reporting Persons is Flat B, 2/F., Block 3 Provident Centre, 25 Wharf Road, North Point, Hong Kong. |
| (c) | The principal occupation of Hao Feng Ng is the chairman of the board of directors of the Issuer, whose principal business is to provide customized enterprise resource planning (ERP) software solutions, consulting, and technical support services. The address of the Issuer is provided in Item 1(c). True Sage is a holding company. |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | True Sage is organized under the laws of British Virgin Islands. Hao Feng Ng is a citizen of Hong Kong. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The information set forth in Items 4 and 5 of this Schedule 13D are hereby incorporated by reference into this Item 3. | |
| Item 4. | Purpose of Transaction |
The Issuer was incorporated in the British Virgin Islands on November 17, 2021. On December 12, 2024, pursuant to a share transfer agreement, as amended by a deed of variation dated January 8, 2025, Mr. Sai Bin Loi, the former chairman of the Issuer, sold 10,449,167 ordinary shares of the Issuer to True Sage for a consideration of USD450,000. On January 11, 2025, True Sage sold 128,200 ordinary shares of the Issuer to Hon Kei Yeung, for a consideration of HKD 2,000,000 (approximately US$257,000). On March 27, 2025, the Issuer issued 100,000 Class B Ordinary Shares to True Sage for cash at par. Hao Feng Ng serves as chairman of the board of directors of the Issuer. In such capacities, he may engage in communications with the Issuer's Board of Directors, members of management, other shareholders, financial and legal advisers, and other parties regarding the Issuer, including but not limited to the Issuer's operations, governance and control. In addition, in these capacities, he may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Except as set forth herein, he does not have any plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j), inclusive, of the instructions to Item 4 of Schedule 13D. He may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. Hao Feng Ng may acquire additional shares of the Issuer or sell or otherwise dispose of any or all of the shares that he beneficially owns to another holding entity. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Hao Feng Ng, through True Sage, beneficially owns 10,113,267 Class A Ordinary Shares and 100,000 Class B Ordinary Shares. Each Class B Ordinary Share is entitled to ten (10) votes on any matter on which action of the shareholders of the Issuer is sought. Hao Feng Ng, through True Sage, beneficially owns 60.89% of total voting power of the Issuer as of January 28, 2026. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by Reporting Persons as set forth in this Schedule 13D by (ii) the total number of Class A Ordinary Shares and Class B Ordinary Shares outstanding as of January 28, 2026. |
| (b) | Hao Feng Ng has shared voting and shared dispositive power over 10,113,267 Class A Ordinary Shares and 100,000 Class B Ordinary Shares he holds through True Sage. True Sage shares voting power and shared dispositive power over 10,113,267 Class A Ordinary Shares and 100,000 Class B Ordinary Shares it holds with Hao Feng Ng. |
| (c) | To the best knowledge of the Reporting Persons, except as disclosed in this Schedule 13D, none of the Reporting Persons has effectuated any transactions relating to the ordinary shares during the past 60 days. |
| (d) | To the knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of the ordinary shares. |
| (e) | N.A. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6, as applicable. Other than the foregoing agreements and arrangements and the Joint Filing Agreement, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1. Joint Filing Agreement |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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