Republic Sponsor 1 LLC - May 2, 2025 Form 4 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
Stock symbol
RDAG
Transactions as of
May 2, 2025
Transactions value $
$0
Form type
4
Date filed
5/6/2025, 04:20 PM
Previous filing
Apr 30, 2025
SEC
View on sec.gov

Reporting Owners (2)

Name Relationship Address Signature Signature date CIK
Republic Sponsor 1 LLC 10%+ Owner 149 5TH AVE, 10TH FLOOR, NEW YORK /s/ Joseph Naggar, as authorized signer of Republic Digital Cayman LLC, the sole managing member of Republic Sponsor 1 LLC 2025-05-06 0002060436
Republic Digital Cayman LLC 10%+ Owner 149 5TH AVE, 10TH FLOOR, NEW YORK /s/ Joseph Naggar, as authorized signer of Republic Digital Cayman LLC, the sole managing member of Republic Sponsor 1 LLC 2025-05-06 0002060437

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
transaction RDAG Class B ordinary shares Other $0 -90K -1.19% $0.00 7.5M May 2, 2025 Class A ordinary shares 90K 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 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.
F2 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.
F3 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.