Republic Sponsor 1 LLC - 30 Apr 2025 Form 3 Insider Report for Republic Digital Acquisition Co (RDAG)

Role
10%+ Owner
Signature
/s/ Joseph Naggar, as authorized signer of Republic Digital Cayman LLC, the sole managing member of Republic Sponsor 1 LLC.
Issuer symbol
RDAG
Transactions as of
30 Apr 2025
Net transactions value
$0
Form type
3
Filing time
30 Apr 2025, 20:56:10 UTC
Next filing
06 May 2025
SEC
View on sec.gov

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding RDAG Class B Ordinary Shares 30 Apr 2025 Class A Ordinary Shares 7,590,000 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As described in the registration statement on Form S-1 (File No. 333-285386) of Republic Digital Acquisition Company (the "Issuer") under the heading "Description of Securities--Founder Shares," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.
F2 These shares represent the Class B ordinary shares held by Republic Sponsor 1 LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 990,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
F3 Republic Sponsor 1 LLC, the Sponsor, is the record holder of such shares. Republic Digital Cayman LLC, is the sole managing member of Republic Sponsor 1 LLC and holds voting and investment discretion with respect to the ordinary shares held of record by the Sponsor. Republic Digital Cayman LLC disclaims any beneficial ownership of the securities held by the Sponsor other than to the extent of any pecuniary interest it may have therein, directly or indirectly.