UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2025

Republic Digital Acquisition Company

(Exact name of registrant as specified in its charter)

Cayman Islands

001-42624

98-1834128

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

149 5th Ave, 10th Floor
New York, NY 10010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (585)-910-2306

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	RDAGU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	RDAG	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	RDAGW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On May 2, 2025, Republic Digital Acquisition Company (the “Company”) consummated its initial public offering (“IPO”) of 30,000,000 units (the “Units”), including 3,600,000 Units issued pursuant to the partial exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $300,000,000.

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 7,280,000 warrants (the “Private Placement Warrants”), with each Private Placement Warrant exercisable to purchase one Class A ordinary share at $11.50 per share. Of the 7,280,000 Private Placement Warrants, 4,640,000 Private Placement Warrants were sold to Republic Sponsor 1 LLC, the Company’s sponsor, and 2,640,000 Private Placement Warrants were sold to Cantor Fitzgerald & Co., the representative of the underwriters in the IPO, in each case at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds to the Company of $7,280,000.

A total of $300,000,000, or $10.00 per Unit, comprised of the net proceeds from the IPO (which amount includes the underwriter’s deferred discount of $12,000,000) and the sale of the Private Placement Warrants, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.

An audited balance sheet as of May 2, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Audited Balance Sheet as of May 2, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPUBLIC DIGITAL ACQUISITION COMPANY

By:	/s/ Joseph Naggar
	Name:	Joseph Naggar
	Title:	Chief Executive Officer

Dated: May 8, 2025

Republic Digital Acquisition Co 8-K