Form 4: Republic Digital Acquisition Co: Republic Sponsor 1 LLC Surrenders 90,000 Class B Ordinary Shares

Republic Sponsor 1 LLC surrendered 90,000 Class B ordinary shares of Republic Digital Acquisition Co due to the underwriters' over-allotment option not being fully exercised.

Summary

• Republic Sponsor 1 LLC, a 10% owner and director of Republic Digital Acquisition Co, filed a Form 4.
• The filing reports a transaction that occurred on May 2, 2025.
• Republic Sponsor 1 LLC surrendered 90,000 Class B ordinary shares back to the company for cancellation.
• This was due to the underwriters' over-allotment option not being fully exercised during the initial public offering.
• Following the transaction, Republic Sponsor 1 LLC directly owns 7,500,000 Class A ordinary shares.
• Republic Digital Cayman LLC, as the sole managing member of Republic Sponsor 1 LLC, holds voting and investment discretion over these shares but disclaims beneficial ownership except for any pecuniary interest.

Sentiment

Score: 6

Explanation: The document reflects a routine adjustment in share ownership following an IPO, which is neither particularly positive nor negative. The sentiment is neutral.

Future Outlook

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.

Management Comments

• 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.

Industry Context

This filing is typical for SPACs (Special Purpose Acquisition Companies) after their IPO, reflecting adjustments to share ownership based on the exercise (or non-exercise) of underwriter options.

Stakeholder Impact

• The surrender of shares has a minimal impact on existing shareholders as it is a standard procedure related to the IPO process.

Key Dates

Keywords

Form 4, Republic Digital Acquisition Co, RDAG, Republic Sponsor 1 LLC, Class B Ordinary Shares, Class A Ordinary Shares, Beneficial Ownership, Over-allotment Option, Initial Public Offering