RDAG · Republic Digital Acquisition Co

As described in the Issuer's registration statement on Form S-1 (File No. 333-285386) under the heading "Description of Securities--Founder Shares", the Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or at any time and from time to time at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights.

As contemplated in connection with the initial public offering of Republic Digital Acquisition Company (the "Issuer"), 90,000 Class B ordinary shares were surrendered by Republic Sponsor 1 LLC (the "Sponsor") to the Issuer for no consideration and cancelled because the underwriters' over-allotment option was not fully exercised by the underwriters.

The Sponsor is the record holder of the shares reported herein. 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.