Republic Digital Acquisition Co Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 30, 2025, is made and entered into by and among Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), Republic Sponsor 1 LLC, a Delaware limited liability company (the “Sponsor”), Cantor Fitzgerald & Co., a New York general partnership (the “Representative”) (the Sponsor and the Representative together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
REPUBLIC DIGITAL ACQUISITION COMPANYSecurities Subscription Agreement • February 28th, 2025 • Republic Digital Acquisition Co • New York
Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Republic Sponsor 1 LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 6,325,000 Class B ordinary shares of the Company (the “Shares”), US$0.0001 par value per share (the “Class B Ordinary Shares”), up to 825,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), Class B Ordinary Shares will convert into Class A Ordinary Shares
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • April 1st, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2025, by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of April 30, 2025 by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of April 30, 2025 (as it may from time to time be amended, this “Agreement”), is entered into by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Republic Sponsor 1 LLC, a Delaware limited liability company (the “Purchaser”).
UNDERWRITING AGREEMENT between REPUBLIC DIGITAL ACQUISITION COMPANY and CANTOR FITZGERALD & CO. Dated: April 30, 2025Underwriting Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks • New York
The undersigned, Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor) as follows:
WARRANT AGREEMENTWarrant Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of April 30, 2025, is by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
April 30, 2025 Republic Digital Acquisition CompanyUnderwriting Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 30,360,000 of the Company’s units (including up to 3,960,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration st
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 2nd, 2025 • Republic Digital Acquisition Co • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 30th day of April, 2025, by and between Republic Digital Acquisition Company, a Cayman Islands exempted company (the “Company”) and Cantor Fitzgerald & Co. (“Cantor” or the “Subscriber”).