Republic Digital Acquisition Co S-1/A, filed Apr 29, 2025
Republic Digital Acquisition Co (RDAG)
As filed with the Securities and Exchange Commission on April 29, 2025.
Registration No. 333-285386
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________________________________
Republic Digital Acquisition Company
(Exact name of registrant as specified in its charter)
_____________________________________
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Cayman Islands |
6770 |
98-1834128 |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
149 5th Ave, 10th Floor
New York, NY 10010
Tel: 585-910-2306
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
_____________________________________
Joseph Naggar
Chief Executive Officer
149 5th Ave, 10th Floor
New York, NY 10010
Tel: 585-910-2306
(Name, address, including zip code, and telephone number, including area code, of agent for service)
_____________________________________
Copies to:
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Douglas S. Ellenoff |
Simon Raftopoulos Alexandra Low Appleby (Cayman) Ltd. 9th Floor Nexus Way, Camana Bay, KY1-1104 (345) 949-4900 |
Stephen P. Alicanti DLA Piper LLP (US) 1251 Avenue of the Americas (212) 335-4500 |
_____________________________________
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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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Large accelerated filer |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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Emerging growth company |
☒ |
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 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
Republic Digital Acquisition Company is filing this Amendment No. 3 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-285386) (the “Registration Statement”) as an exhibits-only filing. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. The following exhibits are being filed herewith:
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Exhibit No. |
Description |
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1.1** |
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3.1** |
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3.2** |
Form of Amended and Restated Memorandum and Articles of Association. |
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4.1** |
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4.2** |
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4.3** |
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4.4** |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
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5.1** |
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5.2** |
Opinion of Appleby (Cayman) Ltd., Cayman Islands counsel to the Registrant. |
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10.1** |
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10.2** |
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10.3** |
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10.4** |
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10.5** |
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10.6** |
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10.7** |
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10.8** |
Securities Subscription Agreement between Republic Sponsor 1 LLC and the Registrant. |
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14.1** |
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23.1* |
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23.2** |
Consent of Ellenoff Grossman & Schole LLP (included on Exhibit 5.1). |
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23.3** |
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24.1** |
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99.1** |
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99.2** |
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99.3** |
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99.4** |
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99.5** |
Consent of Barry Finkelstein to be named as director nominee. |
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107** |
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* Filed herewith.
** Previously filed.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this amended Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on the 29th day of April, 2025.
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Republic Digital Acquisition Company |
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By: |
/s/ Joseph Naggar |
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Name: |
Joseph Naggar |
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Title: |
Chief Executive Officer and Chief Investment Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this amended Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
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Name |
Position |
Date |
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/s/ Joseph Naggar |
Chief Executive Officer, Chief Investment Officer |
April 29, 2025 |
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Joseph Naggar |
and Director |
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/s/ Ian Goodman |
Chief Financial Officer |
April 29, 2025 |
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Ian Goodman |
(principal financial and accounting officer) |
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/s/ Andrew Durgee |
Director |
April 29, 2025 |
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Andrew Durgee |
II-2
AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this registration statement, solely in its capacity as the duly authorized representative of Republic Digital Acquisition Company, in New York, New York, on the 29th day of April, 2025.
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By: |
/s/ Joseph Naggar |
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Name: |
Joseph Naggar |
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Title: |
Chief Executive Officer |
II-3
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in this Registration Statement on Amendment No. 3 to Form S-1 of our report dated February 27, 2025, relating to the financial statements of Republic Digital Acquisition Company as of February 14, 2025 and for the period from January 23, 2025 (inception) through February 14, 2025, which is contained in the Prospectus. We also consent to the reference of us under the caption “Experts” in the Prospectus.
/s/ WithumSmith+Brown, PC
New York, New York
April 29, 2025