Republic Digital Acquisition Co

This filing establishes the operational and financial baseline for all subsequent redemption and liquidation mechanics. The Company explicitly states it has not selected a target, has not engaged in substantive discussions with any potential acquisition candidate, and will generate non-operating interest income rather than operating revenues until a business combination closes. Shareholders retain redemption rights tied to the trust value: if the Company cannot complete a combination within the 24-month Completion Window ending May 2, 2027, or if it amends its charter to modify redemption timing, public shares may be redeemed for cash equal to the aggregate trust deposit plus interest (less taxes payable). The Sponsor, officers, and directors executed a letter agreement waiving redemption rights for founder shares, pledging to vote them in favor of an initial business combination, and accepting liability to restore trust funds to the lesser of $10.00 per share or the actual net amount if third-party claims or market reductions deplete the account. Warrants carry a $11.50 exercise price, cannot be exercised until 30 days after business combination completion, expire five years post-combination, and include a mandatory redemption trigger if the closing share price equals or exceeds $18.00 for 20 of 30 trading days. Additional structuring notes confirm up to $1,500,000 in future working capital loans may convert to private placement warrants at $1.00 each, while Cantor Fitzgerald’s private warrants are restricted from exercise beyond five years from offering commencement under FINRA Rule 5110(g)(8). Chief Executive Officer Joseph Naggar signed the report, and WithumSmith+Brown, PC issued the audit opinion on May 8, 2025.

This filing establishes the initial trust value of $300,000,000 ($10.00 per share), the redemption mechanics, and the deadline for a business combination (24 months from May 1, 2025, i.e., May 2027). Investors should note the trust per-share amount as the baseline for future redemption calculations. The sponsor and underwriter purchased private warrants, aligning incentives. The SPAC is now searching for a target with a focus on fintech, software, and cryptocurrency industries. No specific target has been identified.

Because the prospectus attributes all forward-looking strategic claims to the issuer’s management team, who intend to pursue fintech, software, and cryptocurrency targets utilizing the Republic Ecosystem—including the March 2024 acquisition of GoldenChain and operations through Republic Crowd-Invest—investors receive no independent verification of future pipeline viability. The filing documents director Robert Matza’s prior board service on FinServ Acquisition Corp., which merged with Katapult Holdings at $11.11 per share, and FinServ Acquisition Corp.

Because the registrant asserts the automatic registration of 5,060,000 additional units, the potential public float and warrant outstanding increase without modifying the existing redemption calendar, trust accounting mechanics, or liquidation deadline. The document provides no updates on business combination targets, merger agreements, extension ballots, or sponsor conduct commitments beyond standard officer attestations and counsel consents. As a capitalization adjustment under Rule 462(b), it confirms the offering pipeline remains active but discloses zero information regarding customer relationships, revenue projections, market size, technology roadmaps, partnership negotiations, or litigation.

As filed by Republic Digital Acquisition Company, this document materially advances the SPAC’s IPO pathway by formally lodging its governing contracts and consents. The registrant’s exhibit schedule attaches a Form of Underwriting Agreement, a Form of Investment Management Trust Agreement, a Form of Letter Agreement among the registrant and Republic Sponsor 1 LLC with each officer and director, a Promissory Note issued to Republic Sponsor 1 LLC, a Securities Subscription Agreement between Republic Sponsor 1 LLC and the registrant, and two Private Placement Warrants Purchase Agreements—one between the registrant and Republic Sponsor 1 LLC, and another between the registrant and Cantor Fitzgerald & Co. According to Exhibit 23.1, WithumSmith+Brown, PC authorizes incorporation of its independent auditor report dated February 27, 2025, covering financial statements as of February 14, 2025, and for the period from January 23, 2025 (inception) through February 14, 2025. Per the signature block, Joseph Naggar signs as Chief Executive Officer and Chief Investment Officer, Ian Goodman signs as Chief Financial Officer, and Andrew Durgee signs as Director. Exhibits 99.3, 99.4, and 99.5 record formal consents from Bob Matza, Laya Khadjavi, and Barry Finkelstein to be named director nominees. Legal opinions and consents are provided by Ellenoff Grossman & Schole LLP and Appleby (Cayman) Ltd., with DLA Piper LLP (US) listed as U.S. counsel, collectively confirming the sponsor’s committed capital structures, board composition updates, and accounting/legal prerequisites for the registered offering.

This filing establishes the core economic and governance terms of the SPAC for investors tracking trust value, redemption mechanics, and sponsor conduct. The trust holds $10.00 per unit (before expenses), the sponsor has 6,325,000 founder shares subject to forfeiture if over-allotment not fully exercised, and the charter provides for public shareholder redemption rights in connection with a business combination or certain charter amendments, with a 24-month deadline.

This filing sets the baseline mechanics for the SPAC: $220,000,000 (or $253,000,000 if the over-allotment option is exercised) would be deposited in a trust account at $10.00 per unit; public shareholders get redemption rights at completion of a business combination regardless of how they vote, subject to a 15% aggregate redemption cap if shareholder approval is used; and if no business combination closes within 24 months from the closing of the offering (or an earlier board-approved date), the company will redeem 100% of public shares from the trust, less taxes and up to $100,000 of interest for dissolution expenses. It also discloses sponsor/insider founder share economics, private placement warrants, potential dilution, Republic Ecosystem affiliation and conflicts, and a stated focus on fintech, software, and cryptocurrency-related targets.

Because this is a pre-effective comment letter, RDAG must submit and await SEC approval of an amended S-1 before the IPO can accelerate, directly gating deal progress and postponing capital deployment without touching the contractual May 2, 2027 search expiration. The staff’s focused requests on anti-dilution protections, director equity grants, sponsor transparency regarding foreign affiliations, and FINRA underwriter compensation designations highlight near-term regulatory hurdles that will shape post-IPO governance, shareholder dilution dynamics, and financing cost disclosures.

Provides investors with complete terms of the SPAC IPO, including redemption mechanics, dilution disclosures, conflict of interest details, and risk factors. Key for redemption calendar: trust initially $10.00 per share, 24-month deadline, no extension mechanism described beyond shareholder vote to amend charter. Sponsor paid nominal price for founder shares, creating significant dilution potential. Management affiliated with Republic Ecosystem, raising conflict-of-interest considerations.

What changed: Joint Filing Agreement attached to a Schedule 13G/A beneficial ownership report. The filing bears no direct impact on RDAG’s redemption calendar, trust account mechanics, extension provisions, business combination trajectory, or sponsor conduct. It functions exclusively as an administrative directive permitting eight Harraden Circle-related funds/vehicles and individual Frederick V. Fortmiller, Jr. to submit a consolidated Schedule 13G/A under Rule 13d-1(k), with Mr. Fortmiller executing on behalf of the listed entities as Managing Member. No executive statements, customer claims, market projections, financial targets, or operational disclosures are attributed to any speaker, as the text contains only administrative compliance language and entity listings. Why it matters: For trackers of the SEARCHING status and 2027-05-02 liquidation trigger, this exhibit confirms continued regulatory compliance by the Harraden Circle block but supplies no intelligence on deal sourcing velocity, target due diligence milestones, potential anchor investments, or sponsor reputation dynamics. The absence of amendment schedules, share-count variations, or contractual contingencies means trust value preservation assumptions and redemption pressure models require no revision until substantive operational filings emerge.

What changed: Quarterly report on Form 10-Q for period ended March 31, 2026. None. The trust value per share grew from $10.27 to $10.36, but the accretion of the redemption value (increase from $308,053,817 to $310,762,514) is a routine quarterly remeasurement of the Class A Ordinary Shares subject to possible redemption to equal the trust balance. The trust balance increased due to $2,708,697 in earnings. No extensions were filed, no deadline changed (still May 1, 2027), no deal was announced, no tenders or redemptions occurred. No working capital loans were drawn. No material changes to risk factors, legal proceedings, or internal controls. Why it matters: This is a clean, placeholder 10-Q from a pre-deal SPAC. The only financial substance is the interest earned on the trust ($2.7M), confirming the trust continues to generate returns. The filing confirms the sponsor has not exercised its ability to seek an extension and no business combination agreement has been reached with roughly 12 months left in the Combination Period. The company specifically discloses it is focusing on fintech, software, and cryptocurrency targets. It also notes a going concern risk if no deal closes by May 1, 2027.

What changed: Annual Report (Form 10-K) for fiscal year ended December 31, 2025. First annual report since IPO; trust account holds $308.1M ($10.27/share); net income of $7.7M from interest; sponsor no longer affiliated with OpenDeal Inc./Republic, now majority-owned by Feynman Point Asset Management; still searching for acquisition target; deadline May 1, 2027 Why it matters: Provides baseline financial health of the SPAC, confirms trust value above $10.00, discloses sponsor change and business strategy focus on fintech/software/crypto, and outlines redemption mechanics and risks

What changed: A Schedule 13G/A amendment, formally classified as a beneficial ownership report filed under SEC access number 0001905106-26-000049, submitted by Meteora Capital, LLC. The filing text reports no alteration to Republic Digital Acquisition Co’s redemption deadline of 2027-05-02, trust value of $10.45 per share, extension proposals, business combination progress, or sponsor conduct. Meteora Capital, LLC’s submission contains no new transaction dates, share quantity disclosures, or purpose statements that would shift the SPAC’s mechanical timelines or cash reserve floor. Why it matters: For investors tracking liquidation windows, trust preservation, and sponsor behavior, this routine compliance filing confirms Meteora Capital, LLC remains a reported shareholder but introduces zero commercial claims, customer metrics, revenue estimates, market sizing, technology roadmaps, strategic partnerships, litigation exposure, or executive changes. Absent additional schedule language, the $10.45 trust baseline and 2027-05-02 deadline proceed unmodified, and any future tactical shifts regarding redemptions or extensions must originate from subsequent disclosures by the same holder.

What changed: Joint Filing Agreement Exhibit 99.1 attached to a Schedule 13G/A amendment reporting beneficial ownership by MMCAP International Inc. SPC and MM Asset Management Inc. MMC Capital International Inc. SPC and MM Asset Management Inc., through signatories Ulla Vestergaard (Director) and Hillel Meltz (President), acknowledged via a February 12, 2026 signature block that they will file this Schedule 13G/A and all future amendments jointly. Each entity expressly accepted independent responsibility for the completeness and accuracy of their own reported information, except where they know or have reason to believe otherwise. The excerpt does not disclose the amended ownership percentages, aggregate share counts, acquisition dates, or investment purpose that typically accompany the 13G/A body, nor does it reference RDAG’s trust balance of $10.45 per share, the 2027-05-02 redemption deadline, or any sponsor conduct or extension maneuvers. Why it matters: Beyond confirming coordinated institutional filing logistics, this administrative attachment bears no measurable impact on RDAG’s SEARCH status, capital structure, or shareholder redemption calculus. Because the joint filing agreement contains no statements regarding intended corporate actions, board representation requests, merger pipeline developments, or liquidity strategies, it neither accelerates nor delays the May 2, 2027 deadline, alters the $10.45 trust baseline, or signals directional shareholder voting behavior. Investors relying solely on this exhibit cannot infer changes in trust account composition, target negotiation progress, or sponsor governance without reviewing the primary 13G/A disclosure pages that precede Exhibit 99.1.

What changed: A Schedule 13G/A Joint Filing Agreement (Exhibit A) executed by multiple Harraden Circle-affiliated investment vehicles and their managing member, Frederick V. Fortmiller, Jr., to consolidate their beneficial ownership reporting for Republic Digital Acquisition Company shares under Rule 13d-1(k). No operational or financial mechanics have changed. The document contains no updates to the redemption calendar, trust composition, extension parameters, or deal progression timeline. The Harraden Circle signatories assert that their affiliated funds and principals will now report their RDAG holdings as a single beneficial owner group, with zero indication of altered share accumulation, tender behavior, or sponsor actions impacting shareholder return windows. Why it matters: This procedural consolidation matters because it confirms Harraden Circle channels all voting rights and potential acquisition leverage for its RDAG positions through a single regulatory umbrella, concentrating institutional monitoring without expanding disclosed position size. Attributed entirely to the Harraden Circle entities and Mr. Fortmiller, the document offers no substantive claims regarding customer engagements, revenue metrics, addressable markets, product roadmaps, commercial partnerships, pending litigation, or executive appointments. It contains no numerical disclosures beyond the execution date and functions strictly as a procedural wrapper for existing regulatory filings.

What changed: Schedule 13G/A — an amendment to a beneficial ownership report filed by Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC. The provided excerpt lists only the reporting persons and contains no share quantities, ownership percentages, acquisition dates, or amendment language. Accordingly, no changes to the redemption calendar, trust account balance, extension motions, target search milestones, or sponsor governance actions are disclosed in this text. Why it matters: Filing a 13G/A signals that a reporting entity has updated its regulatory disclosure requirements, which can indicate institutional review that may subsequently affect whether public shareholders redeem shares before the May 2027 deadline, demand an extension, or challenge sponsor conduct. The excerpt contains no operational claims, customer metrics, revenue figures, market size estimates, strategic disclosures, technology descriptions, partnership announcements, litigation matters, or personnel changes; the only assertion is that the listed Saba affiliates maintain beneficial ownership requiring this filing update. Without the amended share count, purpose statement, or transaction intent from the full 13G/A, the immediate impact on deal velocity or trust preservation remains unquantified from this snippet.

What changed: Amended Schedule 13G beneficial ownership report identifying Saba Capital Management, L.P., Boaz R. Weinstein, and Saba Capital Management GP, LLC as the reporting holders. The excerpt provides only the filing designation, SEC accession identifier, and a list of three related holding entities. It excludes all mandatory Schedule 13G(A) line items, including aggregate shares beneficially owned, percentage of the outstanding class, date of the latest transaction, and nature of acquisition or disposition. No quantifiable change in position, control threshold, or voting/investment intent is documented. Why it matters: In SPAC vehicles, amended 13G submissions frequently precede merger negotiations, public offering subscriptions, or redemption deadline windows. Without the omitted share counts and effective dates required to anchor the filing to the search period, trust distribution schedule, extension voting mechanics, or sponsor behavior, this excerpt does not confirm any actionable shift in capital positioning or corporate governance pressure.(flagged for human review)

What changed: A Form 3 initial statement of beneficial ownership, classified as a routine compliance exhibit. The filing explicitly reports no non-derivative transactions or holdings for Chief Financial Officer Robert Joseph Urgo. There is no movement in insider equity, capital commitment, or governance registration relative to prior disclosures. Why it matters: This routine submission does not alter the SPAC’s redemption deadline of 2027-05-02, leave the documented trust value per share at $10.45 unadjusted, signal an extension vote, advance or stall a business combination, or reflect shifts in sponsor conduct. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or further personnel developments; it solely registers the CFO’s SEC disclosure obligation with zero transacted or held shares attributed to him in this filing.

What changed: A Schedule 13G beneficial ownership report filed by Meteora Capital, LLC. The filing registers Meteora Capital, LLC as the reporting shareholder. It contains no data or updates concerning redemption timelines, trust balances, extension procedures, target acquisition progress, or sponsor conduct. Why it matters: As a routine statutory disclosure, Meteora Capital, LLC’s report introduces no mechanical changes to RDAG’s capital structure, timeline, or governance. The filing makes no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because the document provides neither operational metrics nor contractual shifts, it carries no material impact on investors tracking the SPAC’s search phase.