Republic Digital Acquisition Co. - 10-K Summary (Fiscal Year Ended Dec 31, 2025)
Business Context and Reporting Period
Company: Republic Digital Acquisition Company (RDAG)
Reporting Period: Fiscal year ended December 31, 2025 (Inception: January 23, 2025)
Business Type: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands.
Objective: To effect a Business Combination with one or more businesses, focusing on fintech, software, and cryptocurrency sectors. The company has no operating history and has not selected a specific target as of the filing date.
Key Milestone: Consummated Initial Public Offering (IPO) on May 1, 2025, raising $300 million gross proceeds.
Key Financial Metrics
| Metric | Value |
|---|---|
| Net Income | $7,718,712 |
| Trust Account Balance | $308,053,817 (Includes $8,053,817 interest income) |
| Redemption Price (Pro Rata) | ~$10.27 per Public Share |
| Cash Outside Trust | $1,016,713 |
| Deferred Underwriting Fee | $12,720,000 (Liability) |
| Operating Expenses | $359,106 (General & Administrative) |
| Outstanding Public Shares | 30,000,000 Class A Ordinary Shares |
| Outstanding Founder Shares | 7,500,000 Class B Ordinary Shares |
Material Changes and Operational Status
- Capital Structure: The company completed its IPO of 30,000,000 Units (including partial exercise of over-allotment) at $10.00 per unit. Simultaneously, it sold 7,280,000 Private Placement Warrants for $7.28 million.
- Trust Account Growth: The Trust Account balance increased from the initial $300,000,000 deposit to $308,053,817 due to interest earnings on U.S. government securities and money market funds.
- Management Changes: On October 24, 2025, the company ceased its affiliation with OpenDeal Inc. ("Republic"). Key executives (Joseph Naggar, Jonathan Knipper, Darren Sandler, Armaan Gori) are no longer affiliated with Republic, though the company remains sponsored by Feynman Point Asset Management LLC.
- Debt Status: The IPO Promissory Note of $294,256 was fully repaid in May 2025. No Working Capital Loans were outstanding as of December 31, 2025.
Outlook, Risks, and Contingencies
- Combination Deadline: The company must consummate an initial Business Combination by May 1, 2027 (24 months from IPO). Failure to do so will result in liquidation and redemption of Public Shares.
- Extension Policy: The company may seek shareholder approval to extend the Combination Period, subject to redemption rights for Public Shareholders. There is no limit on the number of extensions, though the company does not expect to extend beyond 36 months from the IPO.
- Key Risks:
- Geopolitical Instability: Conflicts in Ukraine, the Middle East, and between the U.S., Israel, and Iran may disrupt capital markets and target business operations.
- Liquidity: If the company cannot complete a Business Combination, shareholders may receive less than the redemption price if creditor claims exceed the Sponsor's indemnification capacity.
- Conflicts of Interest: Management and the Sponsor have fiduciary duties to other entities (including Feynman Point Asset Management) that may compete for acquisition targets.
- Warrant Terms: Public and Private Warrants are exercisable at $11.50 per share. Public Warrants become exercisable 30 days after a Business Combination and expire 5 years thereafter.
Investor Verification Checklist
- Target Selection: Verify if a specific Business Combination target has been identified or announced since the filing date.
- Redemption Rights: Confirm the exact redemption price per share at the time of any proposed Business Combination, as it fluctuates with Trust Account interest.
- Sponsor Indemnity: Assess the financial capacity of the Sponsor (Republic Sponsor 1 LLC) to satisfy indemnification obligations if third-party claims reduce the Trust Account below $10.00 per share.
- Extension Votes: Monitor for shareholder votes regarding extensions of the Combination Period, which would trigger redemption opportunities.
- Deferred Fee: Note that the $12.72 million deferred underwriting fee is payable only upon successful completion of a Business Combination.