UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
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incorporation or organization) |
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(Registrant’s telephone number, including area code)
149 5th Ave, 10th Floor
New York, NY 10010
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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If
an emerging growth company, 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 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 14, 2025, there were
REPUBLIC DIGITAL ACQUISITION COMPANY
FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025
TABLE OF CONTENTS
i
Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:
| ● | “2025 Q2 Quarterly Report” are to our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, as filed with the SEC (as defined below) on August 14, 2025; |
| ● | “Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, as currently in effect; |
| ● | “ASC” are to the FASB (as defined below) Accounting Standards Codification; |
| ● | “ASU” are to the FASB (as defined below) Accounting Standards Update; |
| ● | “ASU 2024-03” are to ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”; |
| ● | “Board of Directors” or “Board” are to our board of directors; |
| ● | “Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses; |
| ● | “Cantor” are to Cantor Fitzgerald & Co., the representative of the several underwriters in the Initial Public Offering (as defined below); |
| ● | “Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together; |
| ● | “Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share; |
| ● | “Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share; |
| ● | “Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offering to May 1, 2027 (or such earlier date as determined by the Board) that we have to consummate an initial Business Combination, or (ii) such other period in which we must consummate an initial Business Combination pursuant to an amendment to the Amended and Restated Articles and consistent with applicable laws, regulations and stock exchange rules; |
| ● | “Company,” “our,” “we” or “us” are to Republic Digital Acquisition Company, a Cayman Islands exempted company; |
| ● | “Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Warrants (as defined below); |
| ● | “Deferred Fee” are to the additional aggregate fee of $12,720,000 to which the underwriters to the Initial Public Offering are entitled that is payable only upon our completion of the initial Business Combination and shall not be paid from the accrued interest in the Trust Account; |
| ● | “Exchange Act” are to the Securities Exchange Act of 1934, as amended; |
| ● | “FASB” are to the Financial Accounting Standards Board; |
| ● | “Founder Shares” are to the (i) Class B Ordinary Shares initially purchased by our Sponsor (as defined below) prior to the Initial Public Offering and (ii) Class A Ordinary Shares that will be issued upon the automatic conversion of the Class B Ordinary Shares (x) at the time of our Business Combination as described in the IPO Registration Statement (as defined below) or (y) earlier at the option of the holders thereof, as described in the IPO Registration Statement; for the avoidance of doubt, such Class A Ordinary Shares will not be “Public Shares” (as defined below); |
ii
| ● | “GAAP” are to the accounting principles generally accepted in the United States of America; |
| ● | “Initial Public Offering” or “IPO” are to the initial public offering that we consummated on May 1, 2025; |
| ● | “Investment Company Act” are to the Investment Company Act of 1940, as amended; |
| ● | “IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on January 23, 2025; |
| ● | “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC on February 28, 2025, as amended, and declared effective on April 30, 2025 (File No. 333-285386); |
| ● | “Letter Agreement” are to the Letter Agreement, dated April 30, 2025, which we entered into with our Sponsor and our directors and officers; |
| ● | “Management” or our “Management Team” are to our executive officers and our directors; |
| ● | “Nasdaq” are to The Nasdaq Stock Market LLC; |
| ● | “Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement; |
| ● | “Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report. |
| ● | “Option Units” are to the 3,600,000 units that were purchased by the underwriters of the Initial Public Offering pursuant to the partial exercise of the Over-Allotment Option (as defined below); |
| ● | “Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares, together; |
| ● | “Over-Allotment Option” are to the 45-day option that the underwriters of the Initial Public Offering had to purchase up to an additional 3,600,000 Option Units to cover over-allotments, if any, pursuant to the Underwriting Agreement (as defined below), which was partially exercised; |
| ● | “Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering, pursuant to the Private Placement Warrants Purchase Agreements (as defined below); |
| ● | “Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement; |
| ● | “Private Placement Warrants Purchase Agreements” are to the (i) Private Placement Warrants Purchase Agreement, dated April 30, 2025, which we entered into with the Sponsor and (ii) Private Placement Warrants Purchase Agreement, dated April 30, 2025, which we entered into with Cantor, together; |
iii
| ● | “Public Shareholders” are to the holders of our Public Shares, including our Sponsor and Management Team to the extent our Sponsor and/or the members of our Management Team purchase Public Shares, provided that our Sponsor and each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares; |
| ● | “Public Shares” are to the Class A ordinary shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market); |
| ● | “Registration Rights Agreement” are to the Registration Rights Agreement, dated April 30, 2025, which we entered into with the Sponsor and the holders party thereto; |
| ● | “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025; |
| ● | “Republic” are to OpenDeal Inc., d/b/a Republic; |
| ● | “SEC” are to the U.S. Securities and Exchange Commission; |
| ● | “Securities Act” are to the Securities Act of 1933, as amended; |
| ● | “SPAC” are to a special purpose acquisition company; |
| ● | “Sponsor” are to Republic Sponsor 1 LLC, a Delaware limited liability company; |
| ● | “Trust Account” are to the U.S.-based trust account in which an amount of $300,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement were initially placed following the closing of the Initial Public Offering; |
| ● | “ Underwriting Agreement” are to the Underwriting Agreement, April 30, 2025 , which we entered into with Cantor , as representative of the several underwriters of the Initial Public Offering; |
| ● | “Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant; |
| ● | “Warrants” are to the Private Placement Warrants and the Public Warrants, together; and |
| ● | “Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us. |
iv
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
REPUBLIC DIGITAL ACQUISITION COMPANY
UNAUDITED CONDENSED BALANCE SHEET
SEPTEMBER 30, 2025
| Assets: | ||||
| Current asset | ||||
| Cash | $ |
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| Prepaid expenses |
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| Total current asset |
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| Long-term prepaid insurance |
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| Investments held in Trust Account |
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| Total Assets | $ |
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| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||
| Current liabilities | ||||
| Accrued offering costs | $ |
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| Accounts payable and accrued expenses |
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| Total current liabilities |
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| Deferred underwriting fee |
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| Total Liabilities |
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| Commitments and Contingencies (Note 6) | ||||
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Class A Ordinary Shares subject to possible redemption,
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| Shareholders’ Deficit | ||||
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Preference shares, $
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Class A Ordinary Shares, $
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Class B Ordinary Shares, $
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| Additional paid-in capital | ||||
| Accumulated deficit |
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| Total Shareholders’ Deficit |
(
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| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
1
REPUBLIC DIGITAL ACQUISITION COMPANY
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
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For the
Three Months Ended September 30, |
For the Period
from
January 23, 2025 (Inception) Through September 30, |
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| 2025 | 2025 | |||||||
| General and administrative costs | $ |
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$ |
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| Loss from operations |
(
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| Other income: | ||||||||
| Earnings from investments held in Trust Account |
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| Interest income - operating account |
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| Other income |
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| Net income | $ |
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$ |
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| Weighted average Class A Ordinary Shares outstanding – basic and diluted |
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| Basic and diluted net income per Class A Ordinary Share | $ |
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$ |
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| Weighted average Class B Ordinary Shares outstanding - basic |
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| Basic net income per Class B Ordinary Share | $ |
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$ |
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| Weighted average Class B Ordinary Shares outstanding - diluted |
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| Diluted net income per Class B Ordinary Share | $ |
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$ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
2
REPUBLIC DIGITAL ACQUISITION COMPANY
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025 AND FOR THE PERIOD FROM JANUARY 23, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025
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Class
A
Ordinary Shares |
Class
B
Ordinary Shares |
Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance — January 23, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||||
| Class B Ordinary Shares issued to Sponsor |
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| Net loss | — | — |
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| Balance – March 31, 2025 |
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| Accretion for Class A Ordinary Shares to redemption amount | — | — |
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| Sale of Private Placement Warrants | — | — |
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| Fair Value of Public Warrants at issuance | — | — |
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| Allocated value of transaction costs to Class A Ordinary Shares | — | — |
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| Forfeiture of Founder Shares |
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| Net income | — | — |
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| Balance – June 30, 2025 | $ |
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$ |
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$ | $ |
(
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| Accretion for Class A Ordinary Shares to redemption amount | — | — |
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| Net income | — | — |
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| Balance – September 30, 2025 | $ |
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$ |
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$ | $ |
(
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(
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The accompanying notes are an integral part of the unaudited condensed financial statements.
3
REPUBLIC DIGITAL ACQUISITION COMPANY
UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM JANUARY 23, 2025 (INCEPTION) THROUGH SEPTEMBER 30, 2025
| Cash Flows from Operating Activities: | ||||
| Net income | $ |
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| Adjustments to reconcile net income to net cash used in operating activities: | ||||
| Payment of general and administrative costs through IPO Promissory Note – related party |
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| Earning from investments held in Trust Account |
(
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| Changes in operating assets and liabilities: | ||||
| Prepaid expenses |
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| Accounts payable and accrued expenses |
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| Net cash used in operating activities |
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| Cash Flows from Investing Activities: | ||||
| Investment of cash in Trust Account |
(
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| Net cash used in investing activities |
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| Cash Flows from Financing Activities: | ||||
| Proceeds from sale of Units, net of underwriting discounts paid |
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| Proceeds from sale of Private Placements Warrants |
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| Due from Sponsor |
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| Repayment of IPO Promissory Note – related party |
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| Payment of offering costs |
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| Net cash provided by financing activities |
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| Net Change in Cash |
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| Cash – Beginning of period | ||||
| Cash – End of period | $ |
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| Non-Cash investing and financing activities: | ||||
| Deferred offering costs included in accrued offering costs | $ |
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| Deferred offering costs paid through IPO Promissory Note - related party | $ |
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| Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares | $ |
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| Deferred underwriting fee payable | $ |
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| Deferred offering costs charged to additional paid-in capital | $ |
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| Forfeiture of Founder Shares | $ |
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The accompanying notes are an integral part of the unaudited condensed financial statements.
4
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 1 — Organization and Business Operations
Republic Digital Acquisition Company (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on January 23, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target.
As of September 30, 2025, the Company has not commenced any operations. All activity for the period from January 23, 2025 (inception) through September 30, 2025 relates to the Company’s formation, the Initial Public Offering (as defined below) consummated on May 1, 2025 and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest or dividends income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.
The
Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission
(the “SEC”) on February 28, 2025, as amended (File No. 333-285386), was declared effective on April 30, 2025 (the “IPO
Registration Statement”). On May 1, 2025, the Company consummated the initial public offering of
Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of
Transaction
costs amounted to $
The Company’s executive officers and directors (“Management” or “Management Team”) have broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less the Deferred Fee and taxes payable, if any, on the income earned from the Trust Account (as defined below).
The
Business Combination must be with one or more target businesses that together have a fair market value equal to at least
5
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Following
the closing of the Initial Public Offering, on May 1, 2025, an amount of $
The
Company will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination
or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval
of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public
Shareholders will be entitled to redeem their Public Shares at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public
Shares, subject to the limitations. As of September 30, 2025, the amount in the Trust Account was $
The Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The
Company has the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to
complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible, but not
more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including earnings from the funds held in the Trust Account (less taxes payable, if any,
and up to $
The
Sponsor, officers, and directors have entered into a letter agreement with the Company, dated April 30, 2025 (the “Letter Agreement”),
pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note
5) and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with
respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated
Articles to modify (x) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination
or to redeem
6
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
The
Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of
(i) $
On June 23, 2025, the Public Shares and the Public Warrants began separately trading on the Global Market tier of The Nasdaq Stock Market LLC.
Note 2 — Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 1, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 8, 2025. The interim results for the three months ended September 30, 2025 and for the period from January 23, 2025 (inception) through September 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.
Liquidity, Capital Resources, and Going Concern
The
Company’s liquidity needs up to September 30, 2025 were satisfied through the loan from the Sponsor of up to $
On
May 1, 2025, the Company consummated the Initial Public Offering of
7
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company
with working capital loans (the “Working Capital Lons”). If the Company completes a Business Combination, the Company would
repay such loaned amounts at that time. Up to $
In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements - Going Concern”, the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that as of September 30, 2025, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited condensed financial statements.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an (i) emerging growth company nor (ii) emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the accompanying unaudited condensed financial statements in conformity with GAAP requires the Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accompanying unaudited condensed financial statements.
Making estimates requires Management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the accompanying unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $
8
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Investments Held in Trust Account
At September 30, 2025, substantially all of the assets held in the Trust Account were held in mutual funds that are invested in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the Company’s balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in earning from investments held in Trust Account in the Company’s statements of operations.
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $
Offering Costs
The Company complies with the requirements of the FASB ASC Topic 340-10-S99, “Other Assets and Deferred Costs” and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC Topic 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Public Shares and Public Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the Public Warrants and then to the Public Shares. Offering costs allocated to Public Shares were charged to temporary equity. Offering costs allocated to the Warrants were charged to shareholders’ deficit as the Public Warrants and Private Placement Warrants, after Management’s evaluation, were accounted for under equity treatment.
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying unaudited condensed balance sheet, primarily due to their short-term nature.
Income Taxes
The Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes” (“ASC 740”), which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the unaudited condensed financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
9
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2025, there were unrecognized tax benefits and amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Warrant Instruments
The Company accounted for the Warrants in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments under equity treatment at their assigned values.
Class A Ordinary Shares Subject to Possible Redemption
The
Public Shares contain a redemption feature that allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the initial Business Combination. In accordance with
FASB ASC Topic 480-10-S99, “Distinguishing Liabilities from Equity”, the Company classifies Public Shares subject to possible
redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value
at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion
from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional
paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of September 30, 2025, Class A Ordinary Shares subject
to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the
accompanying unaudited condensed balance sheet.
| Shares | Amount | |||||||
| Gross proceeds | $ |
|
||||||
| Less: | ||||||||
| Proceeds allocated to Public Warrants |
(
|
) | ||||||
| Class A Ordinary Shares issuance costs |
(
|
) | ||||||
| Plus: | ||||||||
| Remeasurement of carrying value to redemption value |
|
|||||||
| Class A Ordinary Shares subject to possible redemption, May 1, 2025 |
|
$ |
|
|||||
| Plus: | ||||||||
| Accretion of redeemable Class A Ordinary Shares to redemption amount |
|
|||||||
| Class A Ordinary Shares subject to possible redemption, June 30, 2025 |
|
$ |
|
|||||
| Plus: | ||||||||
| Accretion of redeemable Class A Ordinary Shares to redemption amount |
|
|||||||
| Class A Ordinary Shares subject to possible redemption, September 30, 2025 |
|
$ |
|
|||||
10
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Net Income Per Ordinary Share
The
Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Income and losses
are shared pro rata between the
The
calculation of diluted net income per Ordinary Share does not consider the effect of the Warrants issued in connection with the (i) Initial
Public Offering, (ii) the exercise of the Over-Allotment Option and (iii) Private Placement, since the average price of the Ordinary
Shares for the three months ended September 30, 2025 and for the period from January 23, 2025 (inception) through September 30, 2025,
was less than the exercise price and therefore, the inclusion of such Warrants under the Treasury stock method would be anti-dilutive
and the exercise is contingent upon the occurrence of future events. The Warrants are exercisable to purchase
The following table presents a reconciliation of the numerator and denominator used to compute basic and diluted net income per Ordinary Share for each class of Ordinary Shares:
|
For the
Three Months Ended |
For the Period
from
January 23, 2025 (Inception) Through |
|||||||||||||||
| September 30, 2025 | September 30, 2025 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
|
Ordinary
Shares |
Ordinary
Shares |
Ordinary
Shares |
Ordinary
Shares |
|||||||||||||
| Basic net income per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Denominator: | ||||||||||||||||
| Basic weighted average Ordinary Shares outstanding |
|
|
|
|
||||||||||||
| Basic net income per Ordinary Share | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
|
For the
Three Months Ended |
For the Period
from
January 23, 2025 (Inception) Through |
|||||||||||||||
| September 30, 2025 | September 30, 2025 | |||||||||||||||
| Class A | Class B | Class A | Class B | |||||||||||||
|
Ordinary
Shares |
Ordinary
Shares |
Ordinary
Shares |
Ordinary
Shares |
|||||||||||||
| Diluted net income per Ordinary Share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net income | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
| Denominator: | ||||||||||||||||
| Diluted weighted average Ordinary Shares outstanding |
|
|
|
|
||||||||||||
| Diluted net income per Ordinary Share | $ |
|
$ |
|
$ |
|
$ |
|
||||||||
11
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Recent Accounting Standards
In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.
Note 3 — Initial Public Offering
Pursuant
to the Initial Public Offering on May 1, 2025, the Company sold
Note 4 — Private Placement
Simultaneously
with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of
The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor, are not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).
The
Sponsor, officers, and directors have entered into the Letter Agreement, pursuant to which they have agreed to (i) waive their redemption
rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial
Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with
a shareholder vote to approve an amendment to the Amended and Restated Articles to modify (x) the substance or timing of our obligation
to allow redemption in connection with our initial Business Combination or to redeem
12
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Note 5 — Related Party Transactions
Founder Shares
On
February 14, 2025, the Sponsor made a capital contribution of $
On
March 6, 2025, the Sponsor granted membership interests equivalent to an aggregate of
Pursuant
to the Letter Agreement, the Sponsor and the Company’s officers and directs agreed not to transfer, assign or sell any of their
Founder Shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (i) one year after
the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share
exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Any permitted transferees will
be subject to the same restrictions and other agreements of the Letter Agreement signatories with respect to any Founder Shares (the
“Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A Ordinary Shares equals or exceeds
$
13
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Due from Sponsor
As
of May 1, 2025, the date of the Initial Public Offering, the Sponsor owed the Company an aggregate amount of $
Promissory Note — Related Party
The
Sponsor agreed to loan the Company an aggregate of up to $
Related Party Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s officers and directors may, but are not obligated to, loan the Company Working Capital Loans. If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $
Note 6 — Commitments and Contingencies
Risks and Uncertainties
The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.
Registration Rights
The holders of the (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement, dated April 30, 2025, which the Company entered into with the Sponsor and the other holders thereto. The majority of holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. In addition, Cantor may participate in a piggyback registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
14
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Underwriting Agreement
The
underwriters had a
The
underwriters received a cash underwriting discount of $
Note 7 — Shareholders’ Deficit
Preference Shares
The
Company is authorized to issue a total of
Class A Ordinary Shares
The
Company is authorized to issue a total of
Class B Ordinary Shares
The
Company is authorized to issue a total of
The
Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation
of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess
of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination,
the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority
of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance)
so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate,
15
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
Holders
of record of the Ordinary Shares are entitled to
Warrants
As
of September 30, 2025, there were
The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a Warrant and will have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the Warrants is then effective and a prospectus relating thereto is current. No Warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a Warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Warrant, the holder of such Warrant will not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any Warrant. In the event that a registration statement is not effective for the exercised Warrants, the purchaser of a unit containing such Warrants will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such unit.
Under the terms of the warrant agreement, dated April 30, 2025, by and between the Company and Continental (the “Warrant Agreement”), the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60 th ) business day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their Public Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the Class A Ordinary Shares under applicable blue sky laws to the extent an exemption is not available.
16
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
If
the Public Warrant holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering
the Warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number
of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “fair market value” of the Class A
Ordinary Shares over the exercise price of the Warrants by (y) the fair market value. The “fair market value” is the
average reported closing price of the Class A Ordinary Shares for the
Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $
The Company may redeem the outstanding Warrants:
| ● | in whole and not in part; |
| ● |
at a price of $
|
| ● | upon a minimum of 30 days’ prior written notice of redemption; and |
| ● |
if, and only if, the closing price of the Class A Ordinary Shares equals or exceeds $
|
Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each Warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
Note 8 — Fair Value Measurements
The fair value of the Company’s financial assets and liabilities reflects Management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
| Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
| Level 3: | Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. |
17
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
The following table presents information about the Company’s assets and liabilities that are measured at fair value as of September 30, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Level |
September 30,
2025 |
|||||||
| Assets: | ||||||||
| Investments held in Trust Account | 1 | $ |
|
|||||
The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by utilizing quoted prices (unadjusted) in active markets for identical assets.
At
May 1, 2025, the fair value of the Public Warrants was $
|
May
1,
2025 |
||||
| Implied Class A Ordinary Share price | $ |
|
||
| Exercise price | $ |
|
||
| Simulation term (years) |
|
|||
| Risk-free rate (continuous) |
|
% | ||
| Selected volatility |
|
% | ||
| Probability of De-SPAC and Market Adjustment |
|
% | ||
Note 9 — Segment Information
FASB ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their unaudited condensed financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance.
The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the condensed statements of operations as net income. The measure of segment assets is reported on the condensed balance sheets as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics included in the net income and total assets, which include the following:
| September 30, | ||||
| 2025 | ||||
| Trust Account | $ |
|
||
| Cash | $ |
|
||
18
REPUBLIC DIGITAL ACQUISITION COMPANY
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2025
|
For
the
Three Months Ended September 30, 2025 |
For
the
Period from January 23, 2025 (Inception) Through September 30, 2025 |
|||||||
| General and administrative costs | $ |
|
$ |
|
||||
| Earnings from investments held in Trust Account | $ |
|
$ |
|
||||
The CODM reviews earnings from investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of interest expense on marketable securities held in the Trust Account funds while maintaining compliance with the investment management trust agreement, dated April 30, 2025, which the Company entered into with Continental. . General operation and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Combination Period. The CODM also reviews operating and formation costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Operating and formation costs, as reported on the accompany unaudited condensed statements of operations, are the significant segment expense provided to the CODM on a regular basis.
The accounting policies used to measure the profit and loss of the segment are the same as those described in the summary of significant accounting policies.
Note 10 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the accompanying unaudited condensed financial statements were issued. Based upon this review, other than as set forth below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the accompanying unaudited condensed financial statements.
On November 10, 2025, Jon Knipper notified the Board of his resignation as Chief Financial Officer of the Company, effective as of October 24, 2025. Mr. Knipper’s resignation is not due to any disagreement with the Company or the Board on any matter relating to its operations, policies or practices and he will continue as the Chief Operating Officer of the Company.
On November 13, 2025, the Board appointed Robert Urgo to serve as the Chief Financial Officer of the Company, effective as of October 24, 2025. For more information on Mr. Urgo’s appointment, see Part II, Item 5 “Other Information” of the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, of which these financial statements form a part.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Cautionary Note Regarding Forward-Looking Statements
All statements other than statements of historical fact included in this Report including, without limitation, statements under this Item regarding our financial position, possible Business Combinations and the financing thereof, and related matters, and the plans and objectives of Management for future operations, are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. When used in this Report, words such as “may,” “should,” “could,” “would,” “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our Management, identify forward-looking statements. We have based these forward-looking statements on our Management’s current expectations and projections about future events, as well as assumptions made by, and information currently available to our Management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial Statements”.
Overview
We are a blank check company incorporated in the Cayman Islands on January 23, 2025, formed for the purpose of effecting a Business Combination. Our Sponsor is Republic Sponsor 1 LLC.
Although we are not limited in our search for target businesses to a particular industry or sector for the purpose of consummating the Business Combination, we are focusing our search on industries that complement our Management Team’s background in fintech, software and cryptocurrency. We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to continue to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete a Business Combination will be successful.
Our IPO Registration Statement became effective on April 30, 2025. On May 1, 2025, we consummated our Initial Public Offering of 30,000,000 Units, including 3,600,000 Option Units issued pursuant to the partial exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-half of one Public Warrant. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to us of $300,000,000.
Simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the sale of an aggregate of 7,280,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.
Following the closing of the Initial Public Offering and Private Placement, an amount of $300,000,000 from the net proceeds of the Initial Public Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, or (iii) as cash or cash items (including in demand deposit accounts) at a bank as determined by us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We have until May 1, 2027 (24 months from the closing of the Initial Public Offering), or until such earlier liquidation date as our Board may approve or such later date as our shareholders may approve pursuant to the Amended and Restated Articles, to consummate the Business Combination. If we are unable to complete the Business Combination by the end of the Combination Period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay taxes, if any, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, dissolve and liquidate, subject, in each case, to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
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We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.
Recent Developments
On November 10, 2025, Jon Knipper notified the Board of his resignation as our Chief Financial Officer, effective as of October 24, 2025. Mr. Knipper’s resignation is not due to any disagreement with our Company or the Board on any matter relating to our operations, policies or practices and he will continue as our Chief Operating Officer.
On November 13, 2025, the Board appointed Robert Urgo to serve as our Chief Financial Officer, effective as of October 24, 2025. For more information on Mr. Urgo’s appointment, see Part II, Item 5 “Other Information” of the Report.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities since January 23, 2025 (inception) through September 30, 2025 have been (i) organizational activities and (ii) activities relating to (y) the Initial Public Offering and (z) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after the completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.
For the three months ended September 30, 2025, we had a net income $3,093,694, which consisted of earnings from investments held in Trust Account of $3,154,678 and interest income - operating account of $10,831 offset by general and administrative costs of $71,815.
For the period from January 23, 2025 (inception) through September 30, 2025, we had a net income $4,878,813, which consisted of earnings from investments held in Trust Account of $5,110,483 and interest income - operating account of $14,136 offset by general and administrative costs of $245,806.
Liquidity and Capital Resources
Following the Initial Public Offering, including the partial exercise of the Over-Allotment Option, and the Private Placement, a total of $300,000,000 was initially placed in the Trust Account. We incurred fees of $18,629,500, consisting of $5,280,000 of cash underwriting fee, $12,720,000 of deferred underwriting fee, and $629,500 of other offering costs.
For the period from January 23, 2025 (inception) through September 30, 2025, cash used in operating activities was $323,947. Net income of $4,878,813 was affected by payment of general and administrative costs through the IPO Promissory Note of $65,934 and earnings from investments held in Trust Account of $5,110,483. Changes in operating assets and liabilities used $158,211 of cash.
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As of September 30, 2025, we had marketable securities held in the Trust Account of $305,110,483 (including $5,110,483 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which intertest shall be net of any taxes payable and exclude the Deferred Fee), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
As of September 30, 2025, we had cash held outside of the Trust Account of $1,080,619. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our liquidity needs through September 30, 2025 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of the Private Placement not held in the Trust Account.
Promissory Note
Prior to the closing of our Initial Public Offering, our Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2025 or the completion of our Initial Public Offering. The loan of $$294,256 was fully repaid following the consummation of our Initial Public Offering on May 5, 2025. No additional borrowing is available under the IPO Promissory Note.
Working Capital Loans
In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we would repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2025, we did not have any borrowings under any Working Capital Loans.
We do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:
Underwriting Agreement
The underwriters of the Initial Public Offering are entitled to a deferred underwriting discount of (i) 4.0% of the gross proceeds of the Initial Public Offering, other than the proceeds pursuant to the Over-Allotment Option and (ii) 6.0% of the gross proceeds pursuant to the Over-Allotment Option, or $12,720,000 in the aggregate, payable upon the closing of an initial Business Combination, but such Deferred Fee shall be due solely on amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of our initial Business Combination pursuant to the Underwriting Agreement.
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Registration Rights
The holders of (i) the Founder Shares, (ii) the Private Placement Warrants and (iii) any private placement-equivalent warrants issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective date of the IPO Registration Statement. In addition, Cantor may participate in a “piggy-back” registration only during the seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection with the filing of any such registration statements.
Letter Agreement
Our Sponsor, directors and officers have entered into the Letter Agreement with us, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period. However, if they acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within the Combination Period.
Additionally, pursuant to the Letter Agreement, our Sponsor, directors and officers will not propose any amendment to our Amended and Restated Articles to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares.
Critical Accounting Estimates and Policies
We have identified the following as our critical accounting policies. See Note 2—“Summary of Significant Accounting Policies” of our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” for additional information regarding these critical accounting policies and other significant accounting policies.
Use of Estimates
The preparation of the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements” could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of September 30, 2025, we did not have any critical accounting estimates to be disclosed.
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Class A Ordinary Shares Subject to Possible Redemption
We account for the Class A Ordinary Shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480, “Distinguishing Liabilities from Equity ” . Class A Ordinary Shares subject to mandatory redemption (if any) are classified as liability instruments and measured at fair value. Conditionally redeemable Class A Ordinary Shares (including Class A Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A Ordinary Shares are classified as shareholders’ equity. All of the Public Shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ equity section of our unaudited condensed balance sheet included in this Report under Item 1. “Financial Statements”.
Net Income (Loss) Per Ordinary Share
We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income (loss) per Ordinary Share is computed by dividing net income (loss) applicable to shareholders by the weighted average number of Ordinary Shares outstanding for the applicable periods. We apply the two-class method in calculating earnings per Ordinary Share and allocate net income (loss) pro rata to Class A Ordinary Shares subject to possible redemption, nonredeemable Class A Ordinary Shares and Class B Ordinary Shares. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value is not in excess of the fair value.
Recent Accounting Standards
In November 2024, the FASB issued ASU 2024-03, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
Management does not believe that there are any other recently issued, but not yet effective, accounting standards, which, if currently adopted, would have a material effect on the unaudited condensed financial statements and notes thereto included in this Report under Item 1. “Financial Statements”.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of September 30, 2025.
We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
Not applicable.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, for risks relating to our operations, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement and (ii) 2025 Q2 Quarterly Report . As of the date of this Report, there have been no material changes with respect to those risk factors . Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
T here were no sales of unregistered securities during the quarterly period covered by the Report. However, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we consummated the sale of an aggregate of 7,280,000 Private Placement Warrants to the Sponsor and Cantor in the Private Placement at a price of $1.00 per Private Placement Warrant, generating gross proceeds to us of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act
Use of Proceeds
There were no offerings of registered securities and therefore no planned use of proceeds from such offerings during the quarterly period covered by the Report. For a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our 2025 Q2 Quarterly Report. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.
To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
There were no repurchases of our equity securities by us or an affiliate during the quarterly period covered by the Report.
Item 3. Defaults Upon Senior Securities.
None.
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Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Trading Arrangements
During
the quarterly period ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under
the Exchange Act)
Additional Information
On October 24, 2025, Republic ceased to be affiliated with Republic Digital LLC. In connection therewith, (i) Joseph Naggar, our Chief Executive Officer, Chief Investment Officer and a member of our Board, (ii) Jon Knipper, our Chief Financial Officer and Chief Operating Officer, (iii) Darren Sandler, our General Counsel, and (iv) Armaan Gori, our Vice President, are no longer affiliated with Republic. Andrew Durgee, a member of our Board, continues to serve as Co-CEO of Republic. James Newman, our Vice President, continues to serve as Fund Manager & EVP of Global Operations of Republic.
On November 10, 2025, Jon Knipper notified the Board of his resignation as our Chief Financial, effective as of October 24, 2025. Mr. Knipper’s resignation is not due to any disagreement with our Company or the Board on any matter relating to our operations, policies or practices and he will continue as our Chief Operating Officer.
On November 13, 2025, the Board appointed Robert Urgo to serve as our Chief Financial Officer, effective as of October 24, 2025.
Mr. Urgo, age 57, has served as our Chief Financial Officer since October 2025. Mr. Urgo is a seasoned professional with extensive financial and management expertise. In addition to his role at our Company, Mr. Urgo serves as the Chief Financial Officer of Feynman Point Asset Management (“FPAM”), a position he has held since August 2025. Prior to FPAM, Mr. Urgo spent 20 years at Morgan Stanley [NYSE:MS] in the Finance Division, a position he held from February 2004 until December 2024. Upon his departure from Morgan Stanley, Mr. Urgo was a Managing Director who supported Fixed Income and Commodities Sales and Trading, where he was the Chief Financial Officer of the CFTC Swap Dealer. Prior to joining Morgan Stanley, Mr. Urgo was in the Finance Division of Goldman Sachs supporting Sales and Trading, a position he held from January 1994 until December 2003. Mr. Urgo holds a Bachelor of Science in Accounting from Rutgers University’s school of Business School, where he graduated with honors.
No family relationships exist between Mr. Urgo and any of our other directors or executive officers. Mr. Urgo is not party to any arrangements with any other person pursuant to which he was appointed as the Chief Executive Officer. There are no transactions to which our Company is or was a participant and in which Mr. Urgo has material interests subject to disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Urgo signed a joinder to the Letter Agreement, pursuant to which, among other things, Mr. Urgo agreed to waive certain redemption rights and to vote any Ordinary Shares he holds in favor of an initial Business Combination. Mr. Urgo also entered into a standard director indemnity agreement with our Company, a form of which was filed as Exhibit 10.6 to our Current Report on Form 8-K filed with the SEC on May 2, 2025.
Additionally, on November 13, 2025, the Board removed Barry Finkelstein from the Audit and Compensation Committees of the Board, effective September 24, 2025, and approved the appointment of Andrew Durgee to the Audit and Compensation Committees of the Board, effective September 24, 2025. Mr. Finkelstein was removed because he no longer qualified as an independent director as of September 24, 2025; whereas, Mr. Durgee qualified as an independent director as of September 24, 2025.
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Item 6. Exhibits.
The following exhibits are filed as part of, or incorporated by reference into, this Report.
| * | Filed herewith. |
| ** | Furnished herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| REPUBLIC DIGITAL ACQUISITION COMPANY | ||
| Dated: November 14, 2025 | By: | /s/ Joseph Naggar |
| Name: | Joseph Naggar | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Dated: November 14, 2025 | By: | /s/ Robert Urgo |
| Name: | Robert Urgo | |
| Title: | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | ||
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