Republic Digital Acquisition ^{Filed Terms, Nasdaq: RDAGU}

We are a blank check company. We will seek to capitalize on the operational and investment experience of our management team in the fintech, software and cryptocurrency industries, and to acquire a target company providing advice, support, funding, tools and infrastructure to such assets and businesses. We believe our management team’s expertise lends itself well to pursuing such acquisitions, but we are not required to complete our initial business combination with a business in these industries and, as a result, we may pursue a business combination outside of these industries. We expect to pursue both domestic and global businesses that have significant growth prospects with the potential to generate attractive returns for our shareholders. We expect to focus on identifying potential target companies with above-industry-average growth, substantial free cash flow generation, and a defensible market position, where our management team’s operational or managerial expertise can assist in maximizing value. If we elect to pursue an investment outside of those industries, our management team and advisors’ expertise related to those industries may not be directly applicable to its evaluation or operation, and the information contained in this prospectus regarding that industry might not be relevant to an understanding of the business that we elect to acquire.