Republic Digital Acquisition Co S-1/A

AMENDMENT NO. 1 TO FORM S-1

MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

OPINION OF ELLENOFF GROSSMAN & SCHOLE LLP

OPINION OF APPLEBY (CAYMAN) LTD., CAYMAN ISLANDS COUNSEL TO THE REGISTRANT

FORM OF LETTER AGREEMENT AMONG THE REGISTRANT, REPUBLIC SPONSOR 1 LLC AND EACH OF THE OFFICERS AND DIRECTORS OF THE REGISTRANT

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT, REPUBLIC SPONSOR 1 LLC AND THE HOLDERS SIGNATORY THERETO

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND REPUBLIC SPONSOR 1 LLC

FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND CANTOR FITZGERALD & CO

FORM OF INDEMNITY AGREEMENT

FORM OF CODE OF ETHICS

CONSENT OF WITHUMSMITH+BROWN, PC

AUDIT COMMITTEE CHARTER

COMPENSATION COMMITTEE CHARTER

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