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 230, 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 85.0102. ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnChief ~~May~~Financial ~~2, 2025, Republic Digital~~Officer 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.Resignation

~~Simultaneously~~On ~~with~~May ~~the~~30, ~~closing of the IPO~~2025, ~~the~~Ian Goodman ~~Company~~notified ~~completed~~ the ~~private~~board ~~sale~~of directors (the “~~Private Placement~~Board”) of anRepublic ~~aggregate~~Digital ofAcquisition ~~7,280,000~~Company ~~warrants~~ (the “~~Private Placement Warrants~~Company”)~~, with each Private Placement Warrant exercisable to purchase one Class A ordinary~~ ~~share~~of athis ~~$11.50~~resignation ~~per~~as ~~share.~~Chief OfFinancial ~~the~~Officer ~~7,280,000~~of ~~Private Placement Warrants, 4,640,000 Private Placement Warrants were sold to Republic Sponsor 1 LLC,~~ the Company~~’s sponsor~~, ~~and~~effective ~~2,640,000~~on ~~Private~~June ~~Placement Warrants were sold to Cantor Fitzgerald & Co.~~15, ~~the representative of the underwriters in the IPO, in each case at a purchase price of $1~~2025.~~00 per Private Placement Warrant, generating gross proceeds to the Company of $7,280,000.~~

AAppointment ~~total~~ of ~~$300,000,000,~~Jonathan ~~or $10.00~~Knipper ~~per~~as ~~Unit,~~Chief ~~comprised of the net proceeds from the IPO (which amount includes the underwriter’s deferred discount of $12,000,000)~~Financial ~~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.~~Officer

AnOn ~~audited balance sheet as of~~ May 230, 2025, ~~reflecting~~ the ~~receipt~~Board ofappointed ~~the~~Jonathan Knipper ~~proceeds~~to ~~from~~serve ~~the~~as ~~IPO and~~ the ~~Private~~Chief ~~Placement~~Financial ~~has~~Officer ~~been~~of ~~issued by~~ the Company, ~~and~~effective ison ~~included as~~June ~~Exhibit~~15, 992025.~~1 to this Current Report on Form 8-K.~~

~~Item~~Mr. 9Knipper, age 39, has served as the Company’s Chief Operating Officer since January 2025 and has served as the Chief Operating Officer of Republic Digital, the digital asset investment arm of OpenDeal Inc.01, ~~Financial~~dba ~~Statements~~Republic, since March 2024, leading the markets and ~~Exhibits~~blockchain infrastructure team within Republic since August 2021. Additionally, from July 2023 to June 2024, Mr. Knipper served as Portfolio Manager of the RxR Opportunities Fund, a fundamentals-driven directional liquid fund in the blockchain space. Mr. Knipper currently also serves as Director of Republic Markets Jersey Limited, a Republic entity focused on market access and a regulated VASP, as well as Director of Republic Node Jersey Limited, a Republic SPV focused on blockchain technology and a regulated VASP. Previously, from 2016 to December 2019, Mr. Knipper was co-founder at TLDR, a global blockchain advisory firm, and from 2010 to 2016, he worked at Goldman Sachs [NYSE: GS] and Morgan Stanley [NYSE: MS], focusing on FX and interest rate derivatives. Mr. Knipper holds a BA in economics and finance from New York University.

There are no arrangements or understandings between Mr. Knipper and any other persons pursuant to which he was selected as an officer of the Company. There are also no family relationships between Mr. Knipper and any director or executive officer of the Company, and Mr. Knipper does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(da) ~~Exhibits~~ of Regulation S-K.

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).

Vice President Resignation

1On May 30, 2025, Dimitrios Selekos notified the Board of his resignation as Vice President of the Company, effective on June 15, 2025.

~~SIGNATURE~~1

~~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.~~SIGNATURE

~~REPUBLIC~~Pursuant ~~DIGITAL~~to ~~ACQUISITION~~the ~~COMPANY~~requirements of ~~By:~~the ~~/s/~~Securities ~~Joseph~~Exchange ~~Naggar~~Act ~~Name:~~of ~~Joseph~~1934, ~~Naggar~~the ~~Title:~~registrant ~~Chief~~has ~~Executive~~duly ~~Officer~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~Dated~~REPUBLIC DIGITAL ACQUISITION COMPANY By: ~~May~~/s/ 8,Joseph ~~2025~~ Naggar Name: Joseph Naggar Title: Chief Executive Officer

2Dated: June 4, 2025

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