UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(~~MARK~~Mark ~~ONE~~One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-42624

REPUBLIC DIGITAL ACQUISITION COMPANY

(Exact ~~Name~~name of ~~Registrant~~registrant as specified in its charter)

Cayman Islands

98-1834128

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

149 5th Ave, 10th Floor New York, NY		10010
(Address of principal executive offices)		(Zip Code)

(585)-910-2306

(Registrant’s telephone number, including area code )

Not Applicable

(Former name, former address and former fiscal year, 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
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
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
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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ ☒ No ☒☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,”, “accelerated filer,”, “smaller reporting company,”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~June~~August 1214, 2025, there were 30,000,000 ~~Class~~ Class A ~~ordinary~~Ordinary ~~shares~~Shares, par value $0.0001 per share, and 7,500,000 Class B Ordinary Shares, par value $0.0001 per share, of the registrant issued and outstanding.

REPUBLIC DIGITAL ACQUISITION COMPANY

FORM 10-Q FOR THE ~~QUARTER~~QUARTERLY PERIOD ENDED ~~MARCH 31~~JUNE 30, 2025

TABLE OF CONTENTS

		~~Page~~	Page
Part I. Financial Information		1
PART I – FINANCIAL INFORMATION			1
Item 1. Financial Statements		1
Item 1.	Financial Statements.		1
Condensed Balance Sheet as of March 31, 2025 (Unaudited)		1
	Unaudited Condensed Balance Sheet as of June 30, 2025		1
Condensed Statement of Operations for the period from January 23, 2025 (Inception) through March 31, 2025 (Unaudited)		2
	Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2025 and for the Period from January 23, 2025 (Inception) Through June 30, 2025		2
Condensed Statement of Changes in Shareholders’ Deficit for the period from January 23, 2025 (Inception) through March 31, 2025 (Unaudited)		3
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2025 and for the Period from January 23, 2025 (Inception) Through June 30, 2025 (Unaudited)		3
Condensed Statement of Cash Flows for the period from January 23, 2025 (Inception) through March 31, 2025 (Unaudited)		4
	Unaudited Condensed Statement of Cash Flows for the Period from January 23, 2025 (Inception) Through June 30, 2025		4
~~Notes to Condensed Financial Statements (Unaudited)~~	Notes to Condensed Financial Statements (Unaudited)	5	5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		19
Item 3. Quantitative and Qualitative Disclosures About Market Risk		19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		21
Item 4. Controls and Procedures		19
Item 4.	Controls and Procedures.		21
Part II. Other Information		20
PART II – OTHER INFORMATION			22
Item 1. Legal Proceedings		20
Item 1.	Legal Proceedings.		22
Item 1A. Risk Factors		20
Item 1A.	Risk Factors.		22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.		23
Item 3. Defaults Upon Senior Securities		21
Item 3.	Defaults Upon Senior Securities.		23
Item 4. Mine Safety Disclosures		21
Item 4.	Mine Safety Disclosures.		23
Item 5. Other Information		21
Item 5.	Other Information.		24
Item 6. Exhibits		22
Item 6.	Exhibits.		24
Signatures		23
SIGNATURES			25

Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to:

● “~~2024~~Amended ~~SPAC~~and ~~Rules~~Restated Articles” are to ~~the~~our ~~rules~~Amended and ~~regulations~~Restated ~~for~~Memorandum ~~SPACs~~and ~~(as~~Articles ~~defined~~of ~~below) adopted by the SEC on January 24~~Association, ~~2024,~~currently ~~which~~in ~~became effective on July 1, 2024~~effect;

●

“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

●

“Cantor” are to Cantor Fitzgerald & Co., the representative of the underwriters in the Initial Public Offering (as defined below);

● “~~Completion~~Certifying ~~Window~~Officers” are to ~~the~~our ~~24-month~~Chief ~~period,~~Executive ~~from~~Officer the closing of the Initial Public Offering (as defined below) to May 1, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination; provided that the Completion Window may be extended pursuant to an amendment to the Amended and ~~Restated~~Chief ~~Memorandum~~Financial ~~and consistent with applicable laws~~Officer, ~~regulations and stock exchange rules~~together;

●

“Combination Period” are to the 24-month period, from the closing of the Initial Public Offering (as defined below) to May 1, 2027 (or such earlier date as determined by the Board), that we have to consummate an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated Memorandum and consistent with applicable laws, regulations and stock exchange rules;

●

“Company,” “our,” “we” or “us” are to Republic Digital Acquisition Company, a Cayman Islands exempted company;

●

“Continental” are to Continental Stock Transfer & Trust Company, trustee of our Trust Account (as defined below) and warrant agent of our Public Warrants (as defined below);

●

“Exchange Act” are to the Securities Exchange Act of 1934, as amended;

●

“Founder Shares” are to the Class B ordinary shares initially purchased by our Sponsor prior to the Initial Public Offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our Business Combination or earlier at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A ordinary shares will not be “Public Shares” (as defined below));

●

“GAAP” are to the accounting principles generally accepted in the United States of America;

●

“Initial Public Offering” or “IPO” are to the initial public offering that we consummated on May 1, 2025;

●

“Investment Company Act” are to the Investment Company Act of 1940, as amended;

●

“IPO Promissory Note” are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on January 23, 2025;

● “IPO Registration Statement” are to the Registration Statement on Form S-1 initially filed with the SEC (as defined below) on February 28, 2025, as amended, and declared effective on April 30, 2025 (File No. 333-285386);

●

“JOBS Act” are to the Jumpstart Our Business Startups Act of 2012;

● “Management” or our “Management Team” are to our executive officers and our directors;

● “Nasdaq” are to the Nasdaq Global Market;

●

“Nasdaq” are to the Nasdaq Global Market;

●

“Nasdaq 36-Month Requirement” are to the requirement pursuant to the Nasdaq Rules (as defined below) that a SPAC (as defined below) must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;

●

“Nasdaq Rules” are to the continued listing rules of Nasdaq, as they exist as of the date of this Report.

●

“Private Placement” are to the private placement of Private Placement Warrants (as defined below) that occurred simultaneously with the closing of our Initial Public Offering;

●

“Private Placement Warrants” are to the warrants issued to our Sponsor and Cantor in the Private Placement;

●

“Private Placement Warrants Purchase Agreements” are to the Private Placement Warrants Purchase Agreements, dated April 30, 2025, which we entered into with the Sponsor and Cantor, respectively;

●

“Public Shares” are to the Class A ordinary shares sold as part of the Units (as defined below) in our Initial Public Offering (whether they were purchased in our Initial Public Offering or thereafter in the open market);

●

“Public Shareholders” are to the holders of our Public Shares, including our Management Team to the extent the members of our Management Team purchase Public Shares, provided that each member of our Management Team’s status as a “Public Shareholder” will only exist with respect to such Public Shares;

●

“Public Warrants” are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

● “Report” are to this Quarterly Report on Form 10-Q for the quarterly period ended ~~March~~June 3130, 2025;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Securities Act” are to the Securities Act of 1933, as amended;

● “~~SPACs~~SPAC” are to a special purpose acquisition ~~companies~~company;

●

“Sponsor” are to Republic Sponsor 1 LLC, a Delaware limited liability company;

●

“Trust Account” are to the U.S.-based trust account in which an amount of $300,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement were initially placed following the closing of the Initial Public Offering;

●

“Units” are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

●

“Warrants” are to the Private Placement Warrants and the Public Warrants, together; and

●

“Working Capital Loans” are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.

iii

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

REPUBLIC DIGITAL ACQUISITION COMPANY

UNAUDITED CONDENSED BALANCE SHEET

~~MARCH~~JUNE 3130, 2025

(UNAUDITED)

Assets:
Current asset
Cash	$	1,093,350
Prepaid expenses		142,054
Total current asset		1,235,404
Long-term prepaid insurance		64,595
Investments held in Trust Account		301,955,805
Total Assets	$	303,255,804

Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accrued offering costs	$	75,000
Accounts payable and accrued expenses		185
Total current liabilities		75,185
Deferred underwriting fee		12,720,000
Total Liabilities		12,795,185

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 30,000,000 shares at redemption value of $10.07 per share		301,955,805

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; no shares issued or outstanding (excluding 30,000,000 shares subject to possible redemption)		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,500,000 shares issued and outstanding		750
Additional paid-in capital		—
Accumulated deficit		(11,495,936	)
Total Shareholders’ Deficit		(11,495,186	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit	$	303,255,804

Assets:
Deferred offering costs	$	253,321
Total Assets	$	253,321
Liabilities and Shareholders’ Deficit:
Current liabilities
Accrued expenses	$	5,000
Accrued offering costs		24,156
Promissory note - related party		247,699
Total Liabilities		276,855
Commitments and Contingencies (Note 6)
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		—
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding		—
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,590,000 shares issued and outstanding (1)(2)		759
Additional paid-in capital		24,241
Accumulated deficit		(48,534	)
Total Shareholders’ Deficit		(23,534	)
Total Liabilities and Shareholders’ Deficit	$	253,321

(1)	On April 30, 2025, the Company, through a share recapitalization, issued an additional 1,265,000 Class B ordinary shares to the Sponsor, resulting in the Sponsor holding 7,590,000 founder shares, at approximately $0.003 per share. All share and per share data is retroactively presented (see Note 5 and Note 9).
(2)	Includes up to 990,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On May 2, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

REPUBLIC DIGITAL ACQUISITION COMPANY

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM JANUARY 23, 2025 (INCEPTION) THROUGH ~~MARCH~~JUNE 3130, 2025

(UNAUDITED)

	For the Three Months Ended June 30,			For the Period from January 23, 2025 (Inception) Through June 30,
	2025			2025
General and administrative costs	$	125,457		$	173,991
Loss from operations		(125,457	)		(173,991	)

Other income:
Earnings from investments held in Trust Account		1,955,805			1,955,805
Interest income - operating account		3,305			3,305
Other income		1,959,110			1,959,110
Net income	$	1,833,653		$	1,785,119

Weighted average Class A Ordinary Shares outstanding - basic		19,780,220			11,320,755

Basic net income per Class A Ordinary Share	$	0.07		$	0.10

Weighted average Class A Ordinary Shares outstanding - diluted		19,780,220			11,320,755

Diluted net income per Class A Ordinary Share	$	0.07		$	0.09

Weighted average Class B Ordinary Shares outstanding - basic		7,193,407			6,939,623

Basic net income per Class B Ordinary Share	$	0.07		$	0.10

Weighted average Class B Ordinary Shares outstanding - diluted		7,500,000			7,500,000

Diluted net income per Class B Ordinary Share	$	0.07		$	0.09

General and administrative costs	$	48,534
Loss from operations		(48,534	)
Net loss	$	(48,534	)
Basic and diluted weighted average Class B ordinary shares outstanding (1)(2)		6,600,000
Basic and diluted net loss per Class B ordinary share	$	(0.01	)

(1)	On April 30, 2025, the Company, through a share recapitalization, issued an additional 1,265,000 Class B ordinary shares to the Sponsor, resulting in the Sponsor holding 7,590,000 founder shares, at approximately $0.003 per share. All share and per share data is retroactively presented (see Note 5 and Note 9).
(2)	Excludes up to 990,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On May 2, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

REPUBLIC DIGITAL ACQUISITION COMPANY

UNAUDITED CONDENSED ~~STATEMENT~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED JUNE 30, 2025 AND FOR THE PERIOD FROM JANUARY 23, 2025 (INCEPTION) THROUGH ~~MARCH~~JUNE 3130, 2025

(UNAUDITED)

	Class A Ordinary Shares				Class B Ordinary Shares						Additional Paid-in			Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance — January 23, 2025		—	$	—		—		$	—		$	—		$	—			—

Class B Ordinary Shares issued to Sponsor		—		—		7,590,000			759			24,241			—			25,000

Net loss		—		—		—			—			—			(48,534	)		(48,534	)

Balance – March 31, 2025		—		—		7,590,000			759			24,241			(48,534	)		(23,534	)

Accretion for Class A Ordinary Shares to redemption amount		—		—		—			—			(9,821,805	)		(13,281,055	)		(23,102,860	)

Sale of Private Placement Warrants		—		—		—			—			7,280,000			—			7,280,000

Fair Value of Public Warrants at issuance		—		—		—			—			2,700,000			—			2,700,000

Allocated value of transaction costs to Class A Ordinary Shares		—		—		—			—			(182,445	)		—			(182,445	)

Forfeiture of Founder Shares		—		—		(90,000	)		(9	)		9			—			—

Net income		—		—		—			—			—			1,833,653			1,833,653

Balance – June 30, 2025		—	$	—		7,500,000		$	750		$	—		$	(11,495,936	)	$	(11,495,186	)

	Class A Ordinary Shares				Class B Ordinary Shares				Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance — January 23, 2025 (inception)		—	$	—		—	$	—	$	—	$	—		$	—
Class B ordinary shares issued to Sponsor (1)(2)		—		—		7,590,000		759		24,241		—			25,000
Net loss		—		—		—		—		—		(48,534	)		(48,534	)
Balance – March 31, 2025		—	$	—		7,590,000	$	759	$	24,241	$	(48,534	)	$	(23,534	)

(1)	On April 30, 2025, the Company, through a share recapitalization, issued an additional 1,265,000 Class B ordinary shares to the Sponsor, resulting in the Sponsor holding 7,590,000 founder shares, at approximately $0.003 per share. All share and per share data is retroactively presented (see Note 5 and Note 9).
(2)	Includes up to 990,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On May 2, 2025, the underwriters partially exercised their over-allotment option and forfeited the unexercised balance (see Note 5).

The accompanying notes are an integral part of the unaudited condensed financial statements.

REPUBLIC DIGITAL ACQUISITION COMPANY

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 23, 2025 (INCEPTION) THROUGH ~~MARCH~~JUNE 3130, 2025

(UNAUDITED)

Cash Flows from Operating Activities:
Net income	$	1,785,119
Adjustments to reconcile net income to net cash used in operating activities:
Payment of general and administrative costs through IPO Promissory Note – related party		65,934
Earning from investments held in Trust Account		(1,955,805	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(206,649	)
Accounts payable and accrued expenses		185
Net cash used in operating activities		(311,216	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(300,000,000	)
Net cash used in investing activities		(300,000,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		294,720,000
Proceeds from sale of Private Placements Warrants		7,280,000
Due from Sponsor		(2,000,000	)
Repayment of IPO Promissory Note – related party		1,705,745
Payment of offering costs		(301,179	)
Net cash provided by financing activities		301,404,566

Net Change in Cash		1,093,350
Cash – Beginning of period		—
Cash – End of period	$	1,093,350

Non-Cash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	376,179
Deferred offering costs paid through IPO Promissory Note - related party	$	228,321
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000
Accretion for Class A ordinary shares to redemption amount	$	23,102,860
Deferred underwriting fee payable	$	12,720,000
Deferred offering costs charged to additional paid-in capital	$	629,500
Forfeiture of Founder Shares	$	9

Cash Flows from Operating Activities:
Net loss	$	(48,534	)
Adjustments to reconcile net loss to net cash used in operating activities:
Payment of general and administrative costs through promissory note – related party		43,534
Changes in operating assets and liabilities:
Accrued expenses		5,000
Net cash used in operating activities		―
Net Change in Cash		―
Cash – Beginning of period		―
Cash – End of period	$	―
Noncash investing and financing activities:
Deferred offering costs included in accrued offering costs	$	24,156
Deferred offering costs paid through promissory note - related party	$	204,165
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$	25,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

REPUBLIC DIGITAL ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

~~MARCH~~JUNE 3130, 2025

(~~UNAUDITED~~Unaudited)

~~NOTE~~ Note 1. ~~DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Republic Digital Acquisition Company (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation on January~~— ~~23,~~Organization 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”). The Company has not selected any specific Business Combination target, and ~~the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any~~ Business ~~Combination~~Operations ~~target with respect to an initial Business Combination with the Company.~~

AsRepublic ofDigital ~~March~~Acquisition ~~31,~~Company ~~2025,~~ (the “Company”) is ~~has~~a ~~not~~blank ~~commenced any~~check ~~operations.~~company ~~All~~incorporated ~~activity~~as ~~for~~a ~~the~~Cayman ~~period~~Islands ~~from~~exempted corporation on January 23, 2025. ~~(inception)~~The ~~through~~Company ~~March~~was ~~31,~~incorporated for ~~2025 relates to~~ the ~~Company’s formation~~purpose ~~and~~of ~~the~~effecting ~~initial~~a ~~public~~merger, ~~offering~~amalgamation, ~~(the~~share ~~“Initial~~exchange, ~~Public~~asset ~~Offering”)~~acquisition, ~~which~~share ispurchase, ~~described~~reorganization ~~below.~~or ~~The~~similar ~~Company~~business combination ~~will~~with ~~not generate~~one ~~any~~or ~~operating~~more ~~revenues~~businesses ~~until~~or ~~after~~entities (the ~~completion~~“Business ofCombination”). ~~its~~The ~~initial~~Company has not selected any specific Business Combination target, atand the ~~earliest.~~Company ~~The~~has ~~Company~~not, ~~will~~nor ~~generate non-operating~~has ~~income~~anyone inon ~~the~~its ~~form~~behalf, ofengaged ~~interest~~in ~~income~~any ~~from~~substantive ~~the~~discussions, ~~proceeds~~directly ~~derived~~or indirectly, ~~from~~with ~~the~~any ~~Initial~~Business ~~Public~~Combination ~~Offering.~~target ~~The~~with ~~Company~~respect ~~has~~to ~~selected December 31~~an asinitial ~~its~~Business ~~fiscal~~Combination ~~year~~with ~~end~~the Company.

~~The~~As ~~registration~~of ~~statement~~June ~~for~~30, 2025, the Company’s has not commenced ~~Initial~~any ~~Public~~operations. ~~Offering~~All ~~was~~activity ~~declared~~for ~~effective~~the onperiod ~~April~~from 30January 23, 2025. On(inception) ~~May~~through 2June 30, 2025, relates to the Company’s formation, ~~consummated~~ the ~~Initial~~initial ~~Public~~public ~~Offering of~~offering 30consummated on May 1,~~000,000~~ ~~units~~2025 (the “~~Units”~~Initial ~~and~~Public Offering”), ~~with~~which ~~respect~~is todescribed ~~the~~below in ~~Class~~Note A3, ~~ordinary~~and ~~shares~~subsequent ~~included~~to in the ~~Units~~Initial ~~being~~Public ~~offered~~Offering, ~~the “Public~~identifying ~~Shares”),~~a ~~which~~target ~~includes~~company ~~the~~for ~~partial~~a ~~exercise~~Business byCombination. ~~the~~The ~~underwriters~~Company ofwill ~~their~~not generate ~~over-allotment~~any ~~option~~operating inrevenues until after the ~~amount~~completion of ~~3,600,000~~ ~~Units~~its initial Business Combination, at ~~$10~~the earliest.00 ~~per~~The ~~Unit,~~Company ~~generating~~will ~~gross~~generate non-operating ~~proceeds~~income in the form of ~~$300,000,000.~~interest ~~Each~~or ~~Unit~~dividends ~~consists~~income offrom ~~one~~the ~~Class~~proceeds Aderived ~~ordinary~~from ~~share~~the ~~and~~Initial ~~one-half~~Public Offering. The Company ofhas ~~one~~selected ~~redeemable~~December 31 ~~warrant~~as ~~(each,~~its afiscal ~~“Public~~year ~~Warrant”)~~end.

~~Simultaneously~~The ~~with~~Registration ~~the~~Statement ~~closing~~on ofForm S-1 for the Company’s Initial Public Offering, initially filed with the ~~Company~~Securities ~~consummated~~and Exchange Commission (the ~~sale~~“SEC”) ofon 7February 28,~~280~~ 2025,~~000~~ ~~warrants~~as amended (~~the~~File ~~“Private~~No. ~~Placement~~333-285386), ~~Warrants”~~was ~~and~~declared ~~together~~effective ~~with the~~on ~~Public~~April ~~Warrants~~30, 2025 (the “~~Warrants~~IPO Registration Statement”). atOn May a2, ~~price~~2025, ofthe ~~$1.00~~Company ~~per~~consummated ~~Private~~the ~~Placement~~Initial ~~Warrant~~Public Offering of 30,000,000 inunits a(the ~~private~~“Units” ~~placement~~and, with respect to the ~~Company’s~~ ~~sponsor,~~Class ~~Republic~~A ~~Sponsor~~ordinary 1shares, ~~LLC~~par value $0.0001 (the “~~Sponsor~~Class A Ordinary Shares”), ~~and~~included ~~Cantor~~in ~~Fitzgerald~~the &Units ~~Co.~~being (offered, the “~~Cantor~~Public Shares”), ~~the~~which ~~representative of~~includes the ~~underwriters,~~partial ~~generating~~exercise ~~gross~~by ~~proceeds~~the underwriters of ~~$7,280,000.~~their ~~Each~~over-allotment ~~whole~~option ~~Warrant~~in ~~entitles~~ the ~~holder~~amount toof ~~purchase~~3,600,000 ~~one~~Units (the ~~Class~~“Over-Allotment AOption”), ~~ordinary share~~ at ~~a price of~~ $1110.5000 per ~~share~~Unit, ~~subject~~generating togross ~~adjustment.~~proceeds Ofof ~~those 7~~$300,~~280~~000,000. ~~Private~~Each ~~Placement~~Unit ~~Warrants,~~consists ~~the~~of ~~Sponsor~~one ~~purchased 4,640,000~~Class ~~Private~~A ~~Placement~~Ordinary ~~Warrants~~Share and ~~Cantor~~one-half ~~purchased~~of 2one redeemable warrant (each,~~640,000~~ ~~Private~~a ~~Placement~~“Public ~~Warrants~~Warrant”).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,280,000 warrants (the “Private Placement Warrants” and together with the Public Warrants, the “Warrants”) at a price of $1.00 per Private Placement Warrant, in a private placement to the Company’s sponsor, Republic Sponsor 1 LLC (the “Sponsor”), and Cantor Fitzgerald & Co. (“Cantor”), the representative of the underwriters, generating gross proceeds of $7,280,000 (the “Private Placement”). Each whole Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants.

Transaction costs amounted to $18,629,500, consisting of $5,280,000 of cash underwriting fees, $12,720,000 of deferred underwriting fees, and $629,500 of other offering costs.

The Company’s ~~management~~executive officers and directors (“Management” or “Management Team”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement Warrants, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less deferred underwriting ~~commissions~~ fees).

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting ~~discounts~~fees held and taxes payable, if any, on the income earned onfrom the Trust Account (as defined below) ) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Following the closing of the Initial Public Offering, on May 2, 2025, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants, was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. The funds are to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public

~~REPUBLIC~~Following ~~DIGITAL~~the ~~ACQUISITION~~closing ~~COMPANY~~of the Initial Public Offering, on May 2, 2025, an amount of $300,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Warrants, was placed in the trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee (“Continental”). The funds are to be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on the Management Team’s ongoing assessment of all factors related to the Company’s potential status under the Investment Company Act), instruct Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Combination Period”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Articles”) to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s holders of Public Shares (the “Public Shareholders”).

~~NOTES~~The TOCompany ~~CONDENSED~~will ~~FINANCIAL~~provide ~~STATEMENTS~~the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account is initially valued at $10.00 per Public Share.

~~MARCH~~The 31Ordinary Shares (as defined in Note 5) subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in ~~2025~~accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company has the duration of the Combination Period to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Combination Period, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including earnings from the funds held in the Trust Account (~~UNAUDITED~~less taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will constitute full and complete payment for the Public Shares and completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

Offering and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of an initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially valued at $10.00 per public share.

The ordinary shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company has the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

~~REPUBLIC~~The ~~DIGITAL~~Sponsor, ~~ACQUISITION~~officers, ~~COMPANY~~and directors have entered into a letter agreement with the Company, dated April 30, 2025 (the “Letter Agreement”), pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

~~NOTES~~The TOCompany’s ~~CONDENSED~~Sponsor ~~FINANCIAL~~has ~~STATEMENTS~~agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

~~MARCH~~On 31June 23, 2025, the Class A Ordinary Shares and the Warrants included in the Units began separately trading on the Nasdaq Global Market.

~~(UNAUDITED)~~Note 2 — Summary of Significant Accounting Policies

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with ~~GAAP~~accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of Management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on May 1, 2025, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on May 8, 2025. The interim results for the three months ended and for the period from January 23, 2025 (inception) through ~~March~~June 3130, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.

Liquidity and Capital Resources

The Company’s liquidity needs up to March 31, 2025 had been satisfied through the loan under an unsecured IPO Promissory Note from the Sponsor of up to $300,000 (see Note 5). As of March 31, 2025, the Company had no cash and a working capital deficit of $276,855.

Subsequent to the quarterly period covered by this Report, on May 2, 2025, the Company consummated the Initial Public Offering of 30,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cantor, generating gross proceeds of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with Working Capital Loans. If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of March 31, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”) 205-40, “Presentation of Financial Statements - Going Concern” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon the receipt of the proceeds from the Initial Public Offering (see Note 9), the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the unaudited condensed financial statements.

~~REPUBLIC~~Liquidity, Capital ~~DIGITAL~~Resources, ~~ACQUISITION~~and ~~COMPANY~~Going Concern

~~NOTES~~The TOCompany’s ~~CONDENSED~~liquidity ~~FINANCIAL~~needs ~~STATEMENTS~~up to June 30, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (the “IPO Promissory Note”)(see Note 5). As of June 30, 2025, the Company had $1,093,350 of cash and a working capital surplus of $1,160,219.

~~MARCH~~During 31the period covered by this Quarterly Report on Form 10-Q, on May 2, 2025, the Company consummated the Initial Public Offering of 30,000,000 Units, which includes the partial exercise by the underwriters of their Over-Allotment Option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cantor, generating gross proceeds of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company with working capital loans (~~UNAUDITED~~the “Working Capital Lons”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2025, the Company had no borrowings under the Working Capital Loans.

~~Emerging~~In ~~Growth~~connection with the Company’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements - Going Concern” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that upon the receipt of the proceeds from the Initial Public Offering (see Note 3), the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the accompanying unaudited condensed financial statements.

~~The~~Emerging Growth Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of ~~the unaudited condensed~~ financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and ~~liabilities~~ liabilities and disclosure of contingent assets and liabilities at the date of the ~~unaudited~~accompanying ~~condensed~~ financial statements ~~and the reported amounts of expenses during the reporting period~~.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the ~~unaudited~~accompanying ~~condensed~~ financial statements, which management considered in formulating its estimate, could ~~change~~ change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash or cash equivalents as of ~~March~~June 3130, 2025.

8Investments Held in Trust Account

~~REPUBLIC~~At ~~DIGITAL~~June ~~ACQUISITION~~30, ~~COMPANY~~2025, substantially all of the assets held in the Trust Account were held in mutual funds which are invested in money market funds. All of the Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in the Trust Account are included in earning from investments held in Trust Account in the accompanying statements of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets. As of June 30, 2025, the Company reported $301,955,805 in investments held in the Trust Account.

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. As of ~~March~~June 3130, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Deferred~~ Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” ~~Deferred~~Offering ~~offering~~Costs ~~costs~~ consist principally of professional and registration fees that are related to the Initial Public Offering (the “Offering Costs”). FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applied this guidance to allocate Initial Public Offering proceeds from the Units between Class A ~~ordinary~~Ordinary ~~shares~~Shares and ~~warrants~~Warrants, using the residual method by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A ~~ordinary~~Ordinary ~~shares~~Shares. Offering ~~costs~~Costs allocated to Public Shares were charged to temporary equity and offering costs allocated to the Public and Private Placement Warrants were charged to shareholders’ deficit as the Public Warrants and Private Placement Warrants, after management’s evaluation, were accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ~~ASC~~FASB ASC Topic 820, “Fair Value ~~Measurement~~Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheet, primarily due to their short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s Management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of ~~March~~June 3130, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.

Net Loss per Ordinary Share

Net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 990,000 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Note 5). As of March 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

Warrant Instruments

The Company accounted for the Public and Private Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the warrant instruments ~~under~~ under equity treatment at their assigned values. ~~As of March 31, 2025, there were no Warrants issued or outstanding.~~

9Class A Ordinary Shares Subject to Possible Redemption

~~REPUBLIC~~The ~~DIGITAL~~Public ~~ACQUISITION~~Shares ~~COMPANY~~contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC Topic 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of June 30, 2025, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of June 30, 2025, the Class A Ordinary Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

NOTES TO CONDENSED FINANCIAL STATEMENTS

	Shares		Amount
Gross proceeds		30,000,00000	$	300,000,000
Less:
Proceeds allocated to Public Warrants				(2,700,000	)
Class A Ordinary Shares issuance costs				(18,447,055	)
Plus:
Remeasurement of carrying value to redemption value				21,147,055
Class A Ordinary Shares subject to possible redemption, May 2, 2025		30,000,000	$	300,000,000
Plus:
Accretion of redeemable Class A Ordinary Shares to redemption amount				1,955,805
Class A Ordinary Shares subject to possible redemption, June 30, 2025		30,000,000	$	301,955,805

~~MARCH 31, 2025~~10

~~(UNAUDITED)~~Net Income Per Ordinary Share

The Company complies with accounting and disclosure ~~Derivative~~requirements ~~Financial~~of ~~Instruments~~FASB ASC Topic 260, “Earnings Per Share.” Income and losses are shared pro rata to the shares. Net income per Ordinary Share is computed by dividing net income by the weighted average number of Ordinary Shares outstanding for the period. Accretion associated with the redeemable Ordinary Shares is excluded from income per Ordinary Share as the redemption value approximates fair value.

The ~~Company~~calculation ~~evaluates~~of ~~its~~diluted ~~financial~~income ~~instruments~~per Ordinary toShare ~~determine~~does ifnot ~~such~~consider ~~instruments~~the ~~are~~effect ~~derivatives~~of orthe ~~contain~~Warrants ~~features~~issued ~~that qualify as embedded derivatives~~ in ~~accordance~~connection with ~~ASC~~the ~~Topic 815, “Derivatives~~(i) ~~and~~Initial ~~Hedging.”~~Public ~~For~~Offering, ~~derivative~~(ii) ~~financial~~the ~~instruments~~exercise ~~that~~of ~~are accounted for as liabilities,~~ the ~~derivative instrument~~ isOver-Allotment ~~initially~~Option ~~recorded~~and at(iii) ~~its~~Private ~~fair~~Placement, ~~value~~since on the ~~grant~~average ~~date~~price ~~and~~of isthe ~~then~~Ordinary ~~re-valued~~Shares atfor ~~each~~the ~~reporting~~three ~~date,~~months ~~with~~ended ~~changes~~and infor the ~~fair value~~ ~~reported~~period infrom ~~the~~January ~~statement~~23, of2025 ~~operations.~~(inception) ~~The~~through ~~classification~~June of30, ~~derivative instruments~~2025, ~~including~~was ~~whether~~less ~~such~~than ~~instruments~~the ~~should~~exercise beprice ~~recorded as~~and ~~liabilities or as equity~~therefore, ~~is evaluated at~~ the ~~end~~inclusion of ~~each~~such Warrants ~~reporting~~under ~~period. Derivative liabilities are classified in~~ the ~~balance~~Treasury ~~sheets as~~stock ~~current~~method orwould ~~non~~be anti-~~current~~dilutive ~~based~~and onthe ~~whether~~exercise oris ~~not~~contingent ~~net~~upon ~~cash settlement or conversion of~~ the ~~instrument~~occurrence ~~could be required within 12 months~~ of ~~the~~future ~~balance sheet date~~events. The ~~underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on~~ ~~the~~Warrants ~~contingently~~are ~~redeemable~~exercisable ~~shares and will be accounted for as a liability pursuant~~ to ~~ASC 480~~purchase if7,280,000 ~~not~~Class ~~fully~~A ~~exercised~~Ordinary atShares ~~the~~in ~~time of~~ the ~~Initial Public Offering~~aggregate. On ~~May~~As 2,a ~~2025~~result, atdiluted ~~the~~net ~~closing~~income ofper ~~the~~Ordinary Share ~~Company’s~~is ~~Initial~~the ~~Public~~same ~~Offering,~~as ~~the~~basic ~~underwriters~~net ~~partially exercised~~(loss) ~~their~~income ~~over-allotment~~per ~~option~~Ordinary ~~and~~Share ~~forfeited~~for the ~~unexercised~~periods ~~balance~~presented.

The following table reflects the calculation of basic and diluted net income per Ordinary Share:

	For the Three Months Ended				For the Period from January 23, 2025 (Inception) Through
	June 30, 2025				June 30, 2025
	Class A		Class B		Class A		Class B
	Ordinary Shares		Ordinary Shares		Ordinary Shares		Ordinary Shares
Basic net income per Ordinary Share
Numerator:
Allocation of net income	$	1,344,649	$	489,004	$	1,106,707	$	678,412

Denominator:
Basic weighted average Ordinary Shares outstanding		19,780,220		7,193,407		11,320,755		6,939,623
Basic net income per Ordinary Share	$	0.07	$	0.07	$	0.10	$	0.10

	For the Three Months Ended				For the Period from January 23, 2025 (Inception) Through
	June 30, 2025				June 30, 2025
	Class A		Class B		Class A		Class B
	Ordinary Shares		Ordinary Shares		Ordinary Shares		Ordinary Shares
Diluted net income per Ordinary Share
Numerator:
Allocation of net income	$	1,329,537	$	504,116	$	1,073,756	$	711,363

Denominator:
Diluted weighted average Ordinary Shares outstanding		19,780,220		7,500,000		11,320,755		7,500,000
Diluted net income per Ordinary Share	$	0.07	$	0.07	$	0.09	$	0.09

Recent Accounting Pronouncements

In November ~~2023~~2024, the FASB issued ASU ~~2023~~2024-0703, ~~Segment~~“Income Statement-Reporting ~~(“Topic~~Comprehensive ~~280”):~~Income-Expense ~~Improvements~~Disaggregation ~~to Reportable Segment~~ Disclosures. ~~The~~(Subtopic ~~amendments~~220-40): inDisaggregation ~~this~~of ~~ASU require disclosures,~~Income onStatement ~~an annual and interim basis~~Expenses”, ofrequiring ~~significant~~public ~~segment~~entities ~~expenses that are regularly provided~~ to ~~the~~disclose ~~chief~~additional ~~operating~~information ~~decision~~about ~~maker~~specific ~~(“CODM”), as~~expense ~~well~~categories ~~as the aggregate amount of other segment items included~~ in the ~~reported measure of segment profit or loss. The ASU requires that~~notes ato ~~public entity disclose~~ the ~~title~~financial ~~and~~statements ~~position~~on ~~of the CODM and~~ an ~~explanation~~interim ~~of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance~~ and ~~deciding how to allocate resources. Public entities will be required to provide all~~ annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280basis. ~~This~~ ASU 2024-03 is effective for fiscal years beginning after December 15, ~~2023~~2026, and for interim periods ~~within fiscal years~~ beginning after December 15, ~~2024~~2027, with early adoption permitted. The Company ~~adopted~~is ~~ASU~~currently ~~2023-07~~evaluating onthe ~~January~~impact of ~~23,~~adopting ~~2025,~~ASU ~~date of inception~~2024-03.

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

~~NOTE~~ Note 3. ~~INITIAL~~— Initial ~~PUBLIC~~Public ~~OFFERING~~Offering

Pursuant to the Initial Public Offering on May 2, 2025, the Company sold 30,000,000 Units, which ~~includes~~included the partial exercise by the underwriters of their ~~over~~Over-~~allotment~~Allotment ~~option in~~Option in the amount of 3,600,000 Units, at $10.00 per Unit. Each Unit consists of one Class A ~~ordinary~~Ordinary ~~share~~Share, and one-half of one redeemable ~~Public~~ Public Warrant. Each whole Public Warrant entitles the holder to purchase one Class A ~~ordinary~~Ordinary ~~share~~Share at a price of $11.50 per share, ~~subject~~ subject to adjustment. Each Public Warrant will become exercisable 30 days after the completion of the initial Business Combination and will expire ~~five~~ five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Warrants — As of ~~March 31,~~June 30, 2025, there were no22,280,000 Warrants ~~issued~~outstanding, orincluding ~~outstanding~~15,000,000 Public Warrants and 7,280,000 Private Placement Warrants. Each whole ~~warrant~~Warrant entitles the holder to purchase one Class A ~~ordinary~~Ordinary ~~share~~ Share at a price of $11.50 per share, subject to adjustment as discussed herein. The Warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ~~ordinary~~Ordinary ~~shares~~Shares pursuant to the exercise of a ~~warrant~~Warrant and will have no obligation to settle such ~~warrant~~Warrant exercise unless a registration statement under the Securities Act with respect to the Class A ~~ordinary~~Ordinary ~~shares~~Shares underlying the ~~warrants~~Warrants is then effective and a prospectus relating thereto is current. No ~~warrant~~Warrant will be exercisable and the Company will not be obligated to issue a Class A ~~ordinary~~Ordinary ~~share~~Share upon exercise of a ~~warrant~~Warrant unless the Class A ~~ordinary~~Ordinary ~~share~~Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the ~~warrants~~Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a ~~warrant~~Warrant, the holder of such ~~warrant~~Warrant will not be entitled to exercise such ~~warrant~~Warrant and such ~~warrant~~Warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any ~~warrant~~Warrant. In the event that a registration statement is not effective for the exercised ~~warrants~~Warrants, the purchaser of a unit containing such warrants will have paid the full purchase price for the unit solely for the Class A ~~ordinary~~Ordinary ~~share~~Share underlying such unit.

10Under the terms of the warrant agreement, dated April 30, 2025, by and between the Company and Continental (the “Warrant Agreement”), the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

~~REPUBLIC DIGITAL ACQUISITION COMPANY~~12

~~NOTES~~If TOthe ~~CONDENSED~~Public ~~FINANCIAL~~Warrant ~~STATEMENTS~~holders exercise their Public Warrants on a cashless basis, they would pay the Warrant exercise price by surrendering the Warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the Warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by Continental or on which the notice of redemption is sent to the holders of Warrants, as applicable.

~~MARCH~~Redemption ~~31,~~of ~~2025~~Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding Warrants:

(UNAUDITED)

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

●

in whole and not in part;

● at a price of $0.01 per ~~warrant~~Warrant;

●

upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

● if, and only if, the closing price of the Class A ~~ordinary~~Ordinary ~~shares~~Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a ~~warrant~~Warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days before the Company sends the notice of redemption to the ~~warrant~~Warrant holders.

Additionally, if the number of outstanding Class A ~~ordinary~~Ordinary ~~shares~~Shares is increased by a share capitalization payable in Class A ~~ordinary~~Ordinary ~~shares~~Shares, or by a subdivision of ~~ordinary~~Ordinary ~~shares~~Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A ~~ordinary~~Ordinary ~~shares~~Shares issuable on exercise of each ~~warrant~~Warrant will be increased in proportion to such increase in the outstanding ~~ordinary~~Ordinary ~~shares.~~Shares (as defined in Note 5). A rights offering made to all or substantially all holders of ~~ordinary~~Ordinary ~~shares~~Shares entitling holders to purchase Class A Ordinary ~~ordinary~~Shares ~~shares~~ at a price less than the fair market value will be deemed a share capitalization of a number of Class A ~~ordinary~~Ordinary ~~shares~~ Shares equal to the product of (i) the number of Class A ~~ordinary~~Ordinary ~~shares~~Shares actually sold in such rights offering (or issuable under any ~~other~~ other equity securities sold in such rights offering that are convertible into or exercisable for Class A ~~ordinary~~Ordinary ~~shares~~Shares) and (ii) the quotient of (x) the price per Class A ~~ordinary~~Ordinary ~~share~~Share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A ~~ordinary~~Ordinary ~~shares~~Shares, in determining the price payable for Class A ~~ordinary~~Ordinary ~~shares~~Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A ~~ordinary~~Ordinary ~~shares~~Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A ~~ordinary~~Ordinary ~~shares~~Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

11Note 4 — Private Placement

~~REPUBLIC~~Simultaneously ~~DIGITAL~~with ~~ACQUISITION~~the ~~COMPANY~~closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 7,280,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $7,280,000 in the aggregate, in a private placement. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment.

~~NOTES~~The TOPrivate ~~CONDENSED~~Placement ~~FINANCIAL~~Warrants ~~STATEMENTS~~are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor, or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by Cantor, are not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

~~MARCH 31, 2025~~13

The Sponsor, officers and directors have entered into a Letter Agreement with the Company, pursuant to which they have agreed to (~~UNAUDITED~~i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Combination Period or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Combination Period and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

~~NOTE~~Note 5 4.— Related ~~PRIVATE~~Party ~~PLACEMENT~~Transactions

Simultaneously with the closing of the Initial Public Offering, the Sponsor and Cantor purchased an aggregate of 7,280,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant, or $7,280,000 in the aggregate, in a private placement. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

The Private Placement Warrants are identical to the Public Warrants sold in the Initial Public Offering except that, so long as they are held by the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) are entitled to registration rights and (iii) with respect to private placement warrants held by Cantor Fitzgerald & Co., are not be exercisable more than five years from the commencement of sales in this offering in accordance with Financial Industry Regulatory Authority (“FINRA”) Rule 5110(g)(8).

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their founder shares and public shares in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their founder shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business Combination.

REPUBLIC DIGITAL ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On February 14, 2025, the Sponsor made a ~~capital~~ capital contribution of $25,000, or approximately $0.004 per share, to cover certain of the Company’s expenses, for which the Company ~~issued~~ issued 6,325,000 ~~founders~~of the Company’s Class B ordinary shares, par value $0.0001 (the “Class B Ordinary Shares”, and together with the Class A Ordinary Shares, the “Ordinary Shares”) to the Sponsor (such shares, the “Founder Shares”). On April 30, 2025, the Company, through a share recapitalization, issued an additional 1,265,000 Class B ~~ordinary~~Ordinary ~~shares~~Shares to the Sponsor, resulting in the Sponsor holding 7,590,000 ~~founder~~Founder ~~shares~~Shares, at approximately $0.003 per share. All share and per share data has been retroactively presented. Up to 990,000 of the ~~founder~~Founder ~~shares~~Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ ~~over~~Over-~~allotment~~Allotment ~~option~~Option is exercised. On May 2, 2025, the underwriters partially exercised their ~~over~~Over-~~allotment~~Allotment Option ~~option~~ and forfeited the unexercised balance. As a result of the partial exercise and the forfeiture of the ~~over~~Over-~~allotment~~Allotment ~~option~~Option by the underwriters, 900,000 ~~founder~~Founder ~~shares~~Shares are no longer subject to forfeiture and 90,000 ~~founder~~Founder ~~shares~~ Shares were forfeited, resulting in the Sponsor holding 7,500,000 ~~founder~~Founder ~~shares~~Shares.

On March 6, 2025, the Sponsor granted membership interests equivalent to an aggregate of 125,000 ~~founder~~Founder ~~shares~~Shares to the directors of the Company in exchange for their services through the Company’s initial Business Combination. The ~~founder~~Founder ~~shares~~Shares, represented by such membership interests, will remain with the Sponsor if the holder of such membership interests is no longer serving the Company prior to the initial Business Combination. The membership interest assignment of the ~~founder~~Founder ~~shares~~Shares to the holders of such interests are in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the assignment date. The total fair value of the 125,000 ~~founder~~Founder ~~shares~~Shares represented by such membership interests assigned to the holders of such interests on March 6, 2025 was $161,250 or $1.29 per share. The Company established the initial fair value ~~founder~~Founder ~~shares~~Shares on March 6, 2025, the date of the grant agreement, using a calculation prepared by a third party valuation team which takes into consideration the market adjustment of 15.0%, a risk-free rate of 4.14%, volatility of 2.0%, and implied share price of $9.90. The ~~founder~~Founder ~~shares~~Shares are classified as Level 3 at the measurement date due to the use of unobservable inputs, and other risk factors. The membership interests were assigned subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the number of membership interests that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the membership interests. As of ~~March~~June 3130, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Company’s ~~initial~~holders ~~shareholders~~of ~~have~~Founder shares prior to the Initial Public Offering (the “Initial Shareholders”) have agreed not to transfer, assign or sell any of their ~~founder~~Founder Shares ~~shares~~ and any Class A ~~ordinary~~Ordinary ~~shares~~Shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ~~ordinary~~Ordinary ~~shares~~Shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Company’s ~~initial shareholders~~Initial Shareholders with respect to any ~~founder~~Founder ~~shares~~Shares (the “Lock-up”). Notwithstanding the foregoing, if (1) the closing price of the Class A ~~ordinary~~Ordinary ~~shares~~Shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 -trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for cash, securities or other property, the ~~founder shares~~Founder Shares will be released from the Lock-up.

Due from Sponsor

As of May 2, 2025, the date of the Initial Public Offering, the Sponsor owed the Company an aggregate amount of $2,000,000, representing the Private Placement Warrant purchase by the Sponsor. The Sponsor settled the total amount it owed to the Company on May 5, 2025 (see Note 9). As of June 30, 2025, the Company had no balance due from the Sponsor.

Promissory Note — Related Party

The Sponsor has agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering pursuant to a promissory note (the “IPO Promissory Note”). The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2025, or the closing of the Initial Public Offering. As of ~~March~~May 312, 2025, the Company had $~~247~~294,~~699~~256 of outstanding borrowings under the Note, which became due on demand. On May 5, 2025, the Company repaid the total outstanding balance of the Note (see Note 92) and borrowings under the IPO Promissory Note are no longer available.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into ~~private~~Private ~~placement~~Placement ~~warrants~~Warrants of the post Business Combination entity at a price of $1.00 per ~~warrant~~Warrant at the option of the lender. The ~~warrants~~Warrants would be identical to the Private Placement Warrants. As of ~~March~~June 3130, 2025, no such Working Capital Loans were outstanding.

13Note 6 — Commitments and Contingencies

REPUBLIC DIGITAL ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

NOTE 6. COMMITMENTS AND CONTINGENCIES RISKS AND UNCERTAINTIES

Risks and Uncertainties

The Company’s ~~results of operations and its~~ ability to complete an initial Business Combination may be adversely affected by various factors ~~that could cause economic uncertainty and volatility in the financial markets~~, many of which are beyond the Company’s control. The Company’s ~~results~~ ~~of operations and its~~ ability to consummate an initial Business Combination could be impacted by, among other things, ~~downturns~~changes in laws or regulations, downturns in the financial markets or in economic conditions, ~~increases in oil prices,~~ inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, ~~such~~ such as the military conflicts in Ukraine and the Middle East. The Company cannot at this time predict the likelihood of one or more of ~~the~~ the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ~~business and its~~ ability to complete an initial Business Combination.

Registration Rights

The holders of the ~~founder~~Founder ~~shares~~Shares, Private Placement Warrants and the Class A ~~ordinary~~Ordinary ~~shares~~Shares underlying such Private Placement Warrants and Private Placement Warrants and ~~warrants~~Warrants that ~~may~~ may be issued upon conversion of the Working Capital Loans are entitled to registration rights to require the Company to register a sale of of any of the Company’s securities held by them and any other securities of the Company acquired by them prior to the consummation of the initial Business Combination pursuant to a registration rights agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. In addition, Cantor ~~Fitzgerald & Co.~~ may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters have a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,960,000 units to cover over-allotments, if any. On May 2, 2025, the underwriters partially exercised their over-allotment option, purchasing 3,600,000 Units and forfeiting the remaining unexercised balance of 360,000 Units.

The underwriters received a cash underwriting discount of $5,280,000, 2.0% of the gross proceeds of the units offered in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option, which was paid to the underwriters upon the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $12,720,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of March 31, 2025, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A ordinary shares at par value of $0.0001 each. As of March 31, 2025, there were no shares of Class A ordinary shares issued or outstanding.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $0.0001 each. As of March 31, 2025, there were 7,590,000 Class B ordinary shares issued and outstanding. Up to 990,000 Class B ordinary shares were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

REPUBLIC DIGITAL ACQUISITION COMPANY

NOTES TO CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2025

(UNAUDITED)

The founder shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, 20% of the sum of (i) the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the private placement warrants issued to the Sponsor), plus (ii) all Class A ordinary shares and equity-linked securities issued or deemed issued, in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A ordinary shares and Class B ordinary shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Company’s amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the Company’s initial Business Combination, the holders of more than 50% of the ordinary shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B ordinary shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A ordinary shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

NOTE 8. SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

~~REPUBLIC~~Underwriting ~~DIGITAL ACQUISITION COMPANY~~Agreement

~~NOTES~~The TOunderwriters ~~CONDENSED~~had ~~FINANCIAL~~a ~~STATEMENTS~~45-day option from the date of the Initial Public Offering to purchase up to an additional 3,960,000 units to cover over-allotments. On May 2, 2025, the underwriters partially exercised their over-allotment option, purchasing 3,600,000 Units and forfeiting the remaining unexercised balance of 360,000 Units.

~~MARCH~~The 31underwriters received a cash underwriting discount of $5,280,000, ~~2025~~2.0% of the gross proceeds of the Units offered in the Initial Public Offering, excluding any proceeds from Units sold pursuant to the underwriters’ Over-Allotment Option, which was paid to the underwriters upon the closing of the Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting fee of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ Over-Allotment Option and 6.0% of the gross proceeds sold pursuant to the underwriters’ Over-Allotment Option, $12,720,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

~~(UNAUDITED)~~Note 7 — Shareholders’ Deficit

~~The~~Preference Shares — The Company’s ~~CODM~~is ~~has~~authorized ~~been~~to ~~identified~~issue ~~as the~~a ~~Chief~~total ~~Financial~~of ~~Officer~~5,000,000 ~~who~~preference ~~reviews~~shares ~~the~~at ~~operating~~par ~~results~~value ~~for~~of ~~the~~$0.0001 ~~Company~~each. asAs aof ~~whole~~June to30, ~~make~~2025, ~~decisions~~there ~~about~~were ~~allocating resources~~no ~~and~~preference ~~assessing~~shares ~~financial~~issued ~~performance.~~or ~~Accordingly, Management has determined that the Company only has one operating segment~~outstanding.

~~The~~Class A ~~CODM~~Ordinary ~~assesses~~Shares — The ~~performance~~Company ~~for~~is ~~the~~authorized ~~single segment and decides how~~ to ~~allocate~~issue ~~resources~~a ~~based~~total onof ~~net~~500,000,000 ~~income~~Class A orOrdinary ~~loss~~Shares ~~that~~at ~~also~~par isvalue ~~reported~~of on$0.0001 ~~the~~each. ~~condensed statement~~As of ~~operations~~June as30, ~~net~~2025, there ~~income~~were orno ~~loss.~~Class A ~~When~~Ordinary ~~evaluating~~Shares ~~the~~issued ~~Company’s~~or ~~performance~~outstanding, ~~and~~excluding ~~making key decisions regarding resource allocation~~ the ~~CODM reviews several key metrics~~30,000,000 ~~which~~shares ~~include~~subject ~~the~~to ~~following:~~possible redemption.

		For the period from January 23, 2025 (inception) through March 31, 2025
General and administrative costs		$	48,534

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $0.0001 each. As of June 30, 2025, there were 7,500,000 Class B Ordinary Shares issued and outstanding.

~~General~~The ~~and~~Founder ~~formation~~Shares ~~costs~~will ~~are~~automatically ~~reviewed~~convert into ~~and~~Class A ~~monitored~~Ordinary Shares concurrently with or immediately following the consummation of the initial Business Combination or earlier byat the ~~CODM~~option of the holder on a one-for-one basis, subject to ~~manage~~adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and ~~forecast~~the ~~cash~~like, and subject to ~~ensure~~further ~~enough~~adjustment ~~capital~~as isprovided ~~available~~herein. toIn ~~complete~~the acase ~~Proposed~~that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and ~~eventually a~~related to or in connection with the closing of the initial Business Combination, ~~within~~the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the ~~Completion~~holders ~~Window.~~of ~~The~~a ~~CODM~~majority ~~also~~of ~~reviews~~the ~~general~~outstanding ~~and~~Class B ~~administrative~~Ordinary ~~costs~~Shares agree to ~~manage~~waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, ~~maintain~~in the aggregate, 20% of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters’ Over-Allotment Option and ~~enforce~~excluding the Class A Ordinary Shares underlying the Private Placement Warrants issued to the Sponsor), plus (ii) all ~~contractual~~Class A ~~agreements~~Ordinary toShares ~~ensure~~and ~~costs~~equity-linked ~~are~~securities ~~aligned~~issued or deemed issued, in connection with the ~~all~~closing ~~agreements~~of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and ~~budget~~any Private Placement-equivalent warrants issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of founder shares will never occur on a less than one-for-one basis.

NOTE 9. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to June 16, 2025, the date that the unaudited condensed financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On April 30, 2025, the Company, through a share recapitalization, issued an additional 1,265,000 Class B ordinary shares to the Sponsor, resulting in the Sponsor holding 7,590,000 founder shares, at approximately $0.003 per share. All share and per share data is retroactively presented. Up to 990,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters.

On May 2, 2025, the Company consummated the Initial Public Offering of 30,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and Cantor, generating gross proceeds of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants.

On May 2, 2025, in connection with the closing of the Initial Public Offering, the underwriters were paid a cash underwriting discount of $5,280,000, or 2.0% of the gross proceeds of the units sold in the Initial Public Offering, excluding any proceeds from units sold pursuant to the underwriters’ over-allotment option. Additionally, the underwriters are entitled to a deferred underwriting discount of 4.0% of the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $12,720,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

On May 5, 2025, the Sponsor wired an aggregate amount of $1,705,744 to the Company. The amount wired by the Sponsor was derived from the $2,000,000 total amount due from the Sponsor, offset by the outstanding Note balance of $294,256. Borrowings under the Note are no longer available.

~~Item~~Holders 2of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless ~~Management~~specified in the Amended and Restated Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company is generally required to approve any matter voted on by the Company’s ~~Discussion~~shareholders. Approval of certain actions require a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and ~~Analysis~~pursuant to the Company’s Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of ~~Financial~~directors, ~~Condition~~meaning, following the Company’s initial Business Combination, the holders of more than 50% of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares will (i) have the right to vote on the appointment and ~~Results~~removal of ~~Operations~~directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares will not be entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

~~Cautionary~~ Note 8 ~~Regarding~~— Fair ~~Forward-Looking~~Value ~~Statements~~Measurements

~~All~~The ~~statements~~fair ~~other~~value ~~than~~of ~~statements~~the ofCompany’s ~~historical~~financial ~~fact~~assets ~~included~~and inliabilities ~~this~~reflects ~~Report~~Management’s ~~including,~~estimate ~~without~~of ~~limitation,~~amounts ~~statements~~that ~~under~~the ~~this~~Company ~~Item~~would ~~regarding~~have ~~our~~received ~~financial~~in ~~position,~~connection ~~business~~with ~~strategy~~the sale ~~and~~of the ~~plans~~assets ~~and~~or ~~objectives~~paid ofin ~~Management~~connection ~~for~~with ~~future~~the ~~operations,~~transfer ~~are~~of ~~forward-looking~~the ~~statements.~~liabilities ~~When~~in ~~used~~an inorderly ~~this~~transaction ~~Report,~~between ~~words~~market ~~such as~~participants ~~“anticipate,”~~at ~~“believe,”~~the measurement ~~“estimate,”~~date. ~~“expect,”~~In ~~“intend”~~connection ~~and~~with ~~similar~~measuring ~~expressions, as~~the ~~they~~fair ~~relate~~value toof usits orassets ~~our~~and ~~Management~~liabilities, ~~identify~~the ~~forward-looking~~Company ~~statements.~~seeks ~~Such~~to ~~forward-looking~~maximize ~~statements are based on~~ the ~~beliefs~~ use of observable ~~our~~inputs ~~Management,~~(market asdata ~~well~~obtained asfrom ~~assumptions~~independent ~~made~~sources) ~~by,~~ and ~~information~~to ~~currently~~minimize ~~available~~the ~~to,~~use ~~our~~of ~~Management.~~unobservable ~~Actual~~inputs ~~results~~(internal ~~could differ~~assumptions ~~materially~~about ~~from~~how ~~those~~market ~~contemplated~~participants bywould ~~the~~price ~~forward-looking~~assets ~~statements~~and asliabilities). aThe ~~result~~following offair ~~certain~~value ~~factors~~hierarchy ~~detailed~~is inused ~~our~~to ~~filings~~classify ~~with~~assets ~~the~~and ~~SEC.~~liabilities ~~All~~based ~~subsequent~~on ~~written~~the orobservable ~~oral~~inputs ~~forward-looking~~and ~~statements~~unobservable ~~attributable~~inputs toused usin ororder ~~persons~~to ~~acting~~value onthe ~~our~~assets ~~behalf~~and ~~are qualified in their entirety by this paragraph.~~liabilities:

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under “Item 1. Financial Statements”.

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.

~~Overview~~At May 2, 2025, the fair value of the Public Warrants was $2,700,000, or $0.18 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions used in the valuation of the Public Warrants:

We are a blank check company incorporated in the Cayman Islands on January 23, 2025, formed for the purpose of effecting a Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

	May 2, 2025
Implied Class A Ordinary Share price	$	9.91
Exercise price	$	11.50
Simulation term (years)		7.0
Risk-free rate (continuous)		4.07	%
Selected volatility		3.0	%
Probability of De-SPAC and Market Adjustment		14.0	%

~~We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.~~17

InNote ~~2024,~~9 ~~the~~— ~~SEC~~Segment adopted additional rules and regulations relating to SPACs. The 2024 SPAC Rules require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures relating to SPAC Business Combination transactions; (iii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding projections included in SEC filings in connection with proposed Business Combination transactions; and (v) the requirement that both the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination transactions. In addition, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.Information

~~Results~~ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of ~~Operations~~an enterprise that engage in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (the “CODM”), or group, in deciding how to allocate resources and assess performance.

WeThe ~~have~~Company’s ~~neither~~CODM ~~engaged~~has inbeen ~~any~~identified ~~operations nor~~as ~~generated~~the ~~any~~Chief ~~revenues~~Financial ~~to date. Our only activities from January 23~~Officer, ~~2025~~who ~~(inception)~~reviews ~~through~~the ~~March~~operating ~~31,~~results ~~2025 were organizational activities, those necessary to prepare~~ for the ~~Initial~~Company ~~Public~~as ~~Offering, described below, and identifying~~ a ~~target~~whole ~~company for a Business Combination. We do not expect~~ to ~~generate~~make ~~any~~decisions ~~operating~~about ~~revenues~~allocating ~~until~~resources and ~~after~~assessing ~~the~~financial ~~completion of our Business Combination~~performance. ~~Subsequent to the Initial Public Offering~~Accordingly, weManagement ~~generate~~has ~~non-operating~~determined ~~income~~that in the ~~form~~Company ofonly ~~interest~~has ~~income~~one onoperating ~~marketable securities held in the Trust Account~~segment. ~~We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.~~

~~For~~The ~~the~~CODM ~~period~~assesses ~~from~~performance ~~January~~for ~~23,~~the ~~2025~~single ~~(inception)~~segment ~~through~~and ~~March~~decides ~~31,~~how ~~2025,~~to weallocate ~~had~~resources abased on net income or loss ~~$48,534,~~that ~~which~~also ~~consisted~~is reported on the condensed statements of ~~general~~operations ~~and~~as ~~administrative~~net income ~~costs~~or loss. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, which include the following:

Factors That May Adversely Affect our Results of Operations

	June 30,
	2025
Trust Account	$	301,955,805
Cash	$	1,093,350

Our results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our results of operations and our ability to consummate an initial Business Combination could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an initial Business Combination.

	For the Three Months Ended June 30, 2025		For the Period from January 23, 2025 (Inception) Through June 30, 2025
General and administrative costs	$	125,457	$	173,991
Earnings from investments held in Trust Account	$	1,955,805	$	1,955,805

17The key metrics included in segment profit or loss reviewed by the CODM are earnings from investments held in Trust Account and general and administrative costs. The CODM reviews earnings from investments held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. General and administrative costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within the Combination Period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

~~Liquidity~~The accounting policies used to measure the profit and ~~Capital~~loss ~~Resources~~of the segment are the same as those described in the summary of significant accounting policies.

~~Until~~Note ~~the~~10 ~~consummation~~— ~~of the Initial Public Offering,~~Subsequent ~~our only source of liquidity was an initial purchase of Class B Ordinary Shares by the Sponsor, and loans from the Sponsor, which were repaid subsequent to the closing of the Initial Public Offering.~~Events

~~Subsequent~~The toCompany ~~the~~evaluated ~~quarterly~~subsequent ~~period~~events ~~covered~~and bytransactions ~~this~~that ~~Report,~~occurred Onafter ~~May 2, 2025,~~ the ~~Company~~balance ~~consummated~~sheets ~~the~~date ~~Initial~~up ~~Public~~to ~~Offering of 30,000,000 Units, which includes~~ the ~~partial~~date ~~exercise by~~that the ~~underwriters~~unaudited ofcondensed ~~their~~financial ~~over-allotment~~statements ~~option~~were ~~in the amount of 3,600,000 Units, at $10~~issued.00 ~~per~~Based ~~Unit,~~upon ~~generating gross proceeds of~~this ~~$300~~review,~~000,000.~~ ~~Simultaneously with~~ the ~~closing of the Initial Public Offering, the~~ Company ~~consummated~~did ~~the~~not ~~sale~~identify ofany ~~7,280,000~~subsequent ~~Private~~events ~~Placement Warrants~~that atwould ahave ~~price~~required ofadjustment ~~$1.00~~or ~~per~~disclosure ~~Private Placement Warrant,~~ in ~~a private placement to~~ the ~~Sponsor~~unaudited ~~and Cantor, generating gross proceeds~~condensed offinancial ~~$7,280,000~~statements. ~~Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants.~~

~~Following the closing of the Initial Public Offering and the Private Placement, a total of $300,000,000 was placed in the Trust Account. We incurred $~~18~~,629,500, consisting of $5,280,000 of cash underwriting fee, $12,720,000 of deferred underwriting fee, and $629,500 of other offering costs.~~

WeItem ~~intend~~2. toManagement’s ~~use~~Discussion ~~substantially~~and ~~all~~Analysis of ~~the~~Financial ~~funds held~~Condition ~~in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable~~ and ~~excluding~~Results deferred underwriting commissions), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of ~~the target business or businesses, make other acquisitions and pursue our growth strategies~~Operations.

WeCautionary ~~intend~~Note toRegarding ~~use~~Forward-Looking the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.Statements

InAll ~~order~~statements toother than ~~finance~~statements ~~transaction~~of ~~costs~~historical infact ~~connection with~~included ain ~~Business~~this ~~Combination~~Report including, ~~the~~without ~~Sponsor~~limitation, orstatements anunder ~~affiliate~~this ofItem ~~the~~regarding ~~Sponsor or certain of~~ our ~~officers and directors may, but are not obligated~~financial toposition, ~~provide~~business usstrategy ~~with~~and the ~~Working~~plans ~~Capital~~and ~~Loans.~~objectives Ifof weManagement ~~complete~~for afuture ~~Business Combination~~operations, weare ~~would~~forward-looking ~~repay the Working Capital Loans~~statements. InWhen ~~the~~used ~~event~~in ~~that~~this aReport, ~~Business~~words ~~Combination~~such ~~does~~as ~~not~~“anticipate,” ~~close~~“believe,” we“estimate,” ~~may~~“expect,” ~~use~~“intend” and asimilar ~~portion~~expressions, ofas ~~the~~they ~~working~~relate ~~capital~~to ~~held~~us ~~outside~~or ~~the~~our ~~Trust~~Management, ~~Account~~identify toforward-looking ~~repay the~~statements. ~~Working~~Such ~~Capital~~forward-looking ~~Loans~~statements are ~~but~~based noon ~~proceeds~~the ~~from~~beliefs ~~the~~of ~~Trust~~our ~~Account~~Management, ~~would~~as bewell ~~used~~as toassumptions ~~repay~~made ~~the~~by, ~~Working~~and ~~Capital~~information ~~Loans.~~currently Upavailable to $1,~~500,000~~ ~~of such~~our ~~Working~~Management. ~~Capital~~Actual results ~~Loans~~could ~~may~~differ bematerially ~~convertible~~from ~~into~~those ~~units~~contemplated ofby the ~~post~~forward-~~Business~~looking ~~Combination~~statements ~~entity~~as at a ~~price~~result of ~~$10.00~~certain ~~per~~factors ~~unit~~detailed atin ~~the~~our ~~option~~filings ofwith the ~~lender~~SEC. ~~The~~All ~~units~~subsequent ~~would~~written beor ~~identical~~oral forward-looking statements attributable to ~~the~~us ~~Private~~or ~~Placement~~persons ~~Units~~acting on our behalf are qualified in their entirety by this paragraph.

WeThe dofollowing ~~not~~discussion ~~believe~~and weanalysis ~~will~~of ~~need~~our ~~to raise additional~~financial ~~funds~~condition inand ~~order~~results toof ~~meet~~operations ~~the~~should ~~expenditures~~be ~~required~~read ~~for~~in ~~operating~~conjunction ~~our~~with ~~business. However, if our estimate of~~ the ~~costs~~unaudited ofcondensed ~~identifying~~financial astatements ~~target business, undertaking in-depth due diligence~~ and ~~negotiating a Business Combination are less than~~ the ~~actual~~notes ~~amount necessary to do so,~~thereto weincluded ~~may~~in ~~have~~this ~~insufficient~~Report ~~funds~~under ~~available~~Item ~~to operate our business prior to our initial Business Combination~~1. ~~Moreover,~~“Financial we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business CombinationStatements”.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company Act, instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.Overview

~~Off-Balance~~We ~~Sheet~~are ~~Arrangements~~a blank check company incorporated in the Cayman Islands on January 23, 2025, formed for the purpose of effecting a Business Combination. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, our shares, debt or a combination of cash, shares and debt.

We ~~have~~expect noto ~~obligations,~~continue assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to asincur ~~variable~~significant ~~interest entities, which would have been established~~costs ~~for~~in the ~~purpose~~pursuit of ~~facilitating~~our ~~off-balance~~acquisition ~~sheet arrangements~~plans. We ~~have~~cannot ~~not~~assure ~~entered~~you ~~into~~that ~~any~~our ~~off-balance~~plans ~~sheet~~to ~~financing~~complete ~~arrangements, established~~a ~~any~~Business ~~special~~Combination ~~purpose~~will ~~entities,~~be ~~guaranteed any debt or commitments of other entities, or purchased any non-financial assets~~successful.

18 We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated Articles. Any such amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect their ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

~~Contractual~~Results ~~obligations~~of Operations

We dohave ~~not~~neither ~~have~~engaged in any ~~long-term~~operations ~~debt~~nor generated any revenues to date. Our only activities since January 23, ~~capital~~2025 ~~lease obligations~~(inception) through June 30, 2025 have been (i) organizational activities and (ii) activities relating to (y) the Initial Public Offering and (z) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating ~~lease~~revenues ~~obligations~~until orafter the ~~long~~completion of our initial Business Combination. We have generated non-~~term~~operating ~~liabilities~~income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

~~The~~For ~~underwriters~~the ~~are~~three ~~entitled~~months toended aJune ~~deferred~~30, ~~underwriting discount~~2025, ofwe ~~4.0%~~had a ofnet ~~the~~income ~~gross~~$1,833,653, ~~proceeds~~which consisted of ~~the~~earnings ~~Initial~~from ~~Public~~investments ~~Offering~~ held in ~~the~~ Trust Account ~~other than those sold pursuant to the underwriters’ over-allotment option and 6.0%~~ of ~~the gross proceeds sold pursuant to the underwriters’ over-allotment option,~~ $121,~~720~~955,~~000 in the aggregate~~805, ~~payable~~interest ~~upon~~income ~~the~~- ~~completion~~operating account of ~~the~~$3,305, ~~Company’s~~offset ~~initial~~by ~~Business~~general ~~Combination~~and ~~subject~~administrative tocosts ~~the terms~~ of ~~the~~ ~~underwriting agreement~~$125,457.

~~Critical~~For ~~Accounting~~the ~~Estimates~~period from January 23, 2025 (inception) through June 30, 2025, we had a net income $1,785,119, which consisted of earnings from investments held in Trust Account of $1,955,805, interest income - operating account of $3,305, offset by general and administrative costs of $173,991.

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilitiesLiquidity, ~~disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements,~~ ~~and~~Capital ~~income~~Resources and ~~expenses~~Going during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of March 31, 2025, we did not have any critical accounting estimates to be disclosed.Concern

~~Item~~On May 2, 2025, the Company consummated the Initial Public Offering of 30,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount of 3,600,000 Units, at $10.00 ~~Quantitative~~per Unit, generating gross proceeds of $300,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 7,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a private placement to the Sponsor and ~~Qualitative~~Cantor, ~~Disclosures~~generating ~~About~~gross ~~Market~~proceeds ~~Risk~~of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants.

WeFollowing ~~are~~the aclosing ~~smaller~~of ~~reporting~~the ~~company~~Initial asPublic ~~defined by~~Offering ~~Rule~~and ~~12b-2~~the Private Placement, a total of $300,000,000 was placed in the ~~Exchange~~Trust ~~Act~~Account. We ~~and~~incurred ~~are~~$18,629,500, ~~not~~consisting ~~required~~of to$5,280,000 ~~provide~~of ~~the~~cash ~~information~~underwriting ~~otherwise~~fee, ~~required~~$12,720,000 ~~under~~of ~~this~~deferred ~~Item~~underwriting fee, and $629,500 of other offering costs.

~~Item 4. Controls and Procedures~~19

~~Evaluation~~For the period from January 23, 2025 (inception) through June 30, 2025, cash used in operating activities was $311,216. Net income of ~~Disclosure~~$1,785,119 ~~Controls~~was affected by payment of general and administrative ~~Procedures~~costs through promissory note – related party of $65,934 and earnings from investments held in Trust Account of $1,955,805. Changes in operating assets and liabilities used $206,464 of cash.

~~Disclosure~~As ~~controls~~of ~~and~~June ~~procedures~~30, ~~are~~2025, ~~controls~~we had investment held in ~~and~~the ~~other~~Trust ~~procedures~~Account ~~designed~~consisting toof ~~ensure~~marketable ~~that~~securities ~~information~~of ~~required~~$301,955,805. toWe bemay ~~disclosed~~withdraw earnings in ~~our~~the ~~reports~~Trust ~~filed~~Account orto ~~submitted~~pay ~~under~~taxes, ~~the Exchange~~if ~~Act~~any. isWe ~~recorded,~~intend ~~processed,~~to ~~summarized~~use ~~and~~substantially ~~reported~~all ~~within~~of the ~~time~~funds ~~periods~~held ~~specified~~ in the ~~SEC’s~~Trust ~~rules~~Account, ~~and~~including ~~forms.~~any ~~Disclosure~~amounts ~~controls~~representing interest earned on ~~and~~the ~~procedures~~Trust ~~include,~~Account ~~without~~(which ~~limitation,~~interest ~~controls~~shall ~~and~~be ~~procedures~~net ~~designed~~of toany ~~ensure~~taxes ~~that~~payable ~~information~~and ~~required~~excluding todeferred beunderwriting ~~disclosed~~commissions), into complete our ~~reports~~Business ~~filed~~Combination. orTo ~~submitted~~the ~~under~~extent ~~the~~that ~~Exchange~~our ~~Act~~share capital or debt is ~~accumulated~~used, ~~and~~in ~~communicated~~whole toor ~~Management~~in part, ~~including~~as ~~our~~consideration ~~Chief~~to ~~Executive~~complete ~~Officer~~our Business ~~and~~Combination, ~~Chief~~the ~~Financial~~remaining ~~Officer~~proceeds ~~(together,~~held in the ~~“Certifying~~Trust ~~Officers”),~~Account orwill ~~persons~~be ~~performing~~used ~~similar~~as ~~functions,~~working ascapital ~~appropriate,~~ to ~~allow~~finance ~~timely~~the ~~decisions~~operations ~~regarding~~of ~~required~~the ~~disclosure~~target business or businesses, make other acquisitions and pursue our growth strategies.

~~Under~~As ~~the supervision and with the participation~~ of ~~our~~June ~~Management~~30, ~~including~~2025, ~~our~~we ~~Certifying~~had ~~Officers~~cash of $1,093,350. We weintend ~~carried~~to ~~out~~use anthe ~~evaluation~~funds ofheld outside the ~~effectiveness~~Trust ofAccount ~~the~~primarily ~~design~~to identify and ~~operation~~evaluate ~~of our~~target ~~disclosure~~businesses, ~~controls~~perform ~~and~~business ~~procedures~~due asdiligence on ~~defined~~prospective intarget ~~Rules~~businesses, ~~13a-15(e)~~travel to and ~~15d-15(e)~~from ~~under~~ the ~~Exchange~~offices, ~~Act.~~plants ~~Based~~or onsimilar ~~the~~locations ~~foregoing,~~of ~~our Certifying~~prospective ~~Officers~~target ~~concluded~~businesses ~~that~~or ~~our~~their representatives ~~disclosure~~or ~~controls~~owners, ~~and~~review ~~procedures~~corporate ~~were~~documents ~~effective~~and asmaterial agreements of ~~March~~prospective 31target businesses, ~~2025~~and structure, negotiate and complete a Business Combination.

WeIn doorder ~~not~~to ~~expect~~finance ~~that~~transaction ~~our~~costs ~~disclosure~~in ~~controls~~connection ~~and~~with ~~procedures~~a ~~will~~Business ~~prevent~~Combination, ~~all~~the ~~errors~~Sponsor ~~and~~or ~~all~~an ~~instances~~affiliate of ~~fraud.~~the ~~Disclosure~~Sponsor ~~controls~~or ~~and~~certain ~~procedures,~~of noour ~~matter~~officers ~~how~~and ~~well~~directors ~~conceived and operated~~may, ~~can~~but ~~provide~~are ~~only reasonable,~~ not ~~absolute~~obligated to, ~~assurance~~provide ~~that~~us with the ~~objectives~~Working ofCapital ~~the~~Loans. ~~disclosure~~If ~~controls~~we ~~and~~complete ~~procedures~~a ~~are~~Business ~~met. Further~~Combination, ~~the~~we ~~design~~would ofrepay ~~disclosure~~the ~~controls~~Working ~~and~~Capital ~~procedures~~Loans. ~~must~~In ~~reflect~~ the event ~~fact~~ that ~~there~~a ~~are~~Business ~~resource~~Combination ~~constraints,~~does ~~and~~not ~~the~~close, ~~benefits must~~we bemay ~~considered~~use ~~relative~~a toportion ~~their costs. Because~~ of the ~~inherent~~working ~~limitations~~capital inheld ~~all~~outside ~~disclosure~~the ~~controls~~Trust ~~and~~Account ~~procedures,~~to ~~no evaluation~~repay ofthe ~~disclosure~~Working ~~controls~~Capital ~~and~~Loans ~~procedures~~but ~~can~~no ~~provide~~proceeds ~~absolute~~from ~~assurance~~the ~~that~~Trust weAccount ~~have~~would ~~detected~~be ~~all~~used ~~our~~to ~~control~~repay ~~deficiencies~~the ~~and~~Working ~~instances of~~Capital ~~fraud, if any~~Loans. ~~The~~Up ~~design~~to $1,500,000 of such ~~disclosure~~Working ~~controls~~Capital ~~and~~Loans ~~procedures~~may ~~also~~be isconvertible ~~based~~into ~~partly~~units onof ~~certain assumptions about~~ the ~~likelihood~~post-Business ~~of future~~Combination ~~events,~~entity ~~and~~at ~~there~~a ~~can~~price beof no$10.00 ~~assurance~~per ~~that~~unit ~~any~~at ~~design~~the option ~~will~~of ~~succeed~~the inlender. ~~achieving~~The ~~its~~units ~~stated~~would ~~goals~~be ~~under~~identical ~~all~~to ~~potential~~the ~~future~~Private ~~conditions~~Placement Units.

~~Changes~~We do not believe we will need to raise additional funds in ~~Internal~~order ~~Control~~to ~~over~~meet ~~Financial~~the expenditures required for operating our business. However, if our estimate of the costs of identifying a target ~~Reporting~~business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

~~There~~To ~~was~~mitigate nothe ~~change~~risk inthat ~~our~~we ~~internal~~might ~~control~~be ~~over~~deemed ~~financial reporting~~to ~~that~~be ~~occurred~~an ~~during~~investment company for purposes of the ~~period~~Investment ~~covered~~Company byAct, ~~this~~which ~~Report~~risk increases the longer that ~~has~~we ~~materially~~hold ~~affected~~investments in the Trust Account, orwe ismay, ~~reasonably~~at ~~likely~~any time, based on our Management Team’s ongoing assessment of all factors related to ~~materially~~our ~~affect~~potential status under the Investment Company Act, ~~our~~instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds ~~internal~~in ~~control~~the ~~over~~Trust ~~financial~~Account ~~reporting~~in cash or in an interest-bearing demand deposit account at a bank.

19Off-Balance Sheet Arrangements

~~PART~~We IIhave no obligations, assets or liabilities, which would be considered off-balance ~~OTHER~~sheet ~~INFORMATION~~arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

~~Item~~Contractual ~~1. Legal Proceedings~~obligations

ToWe ~~the~~do ~~knowledge~~not ofhave ~~our~~any ~~Management~~long-term debt, ~~there~~ iscapital ~~no material litigation currently pending or contemplated against us~~lease obligations, ~~any~~operating oflease ~~our~~obligations ~~officers~~ or ~~directors~~long-term ~~in their capacity as such or against any of our property~~liabilities.

~~Item~~The 1Aunderwriters are entitled to a deferred underwriting discount of 4.0% ~~Risk~~of ~~Factors~~the gross proceeds of the Initial Public Offering held in the Trust Account other than those sold pursuant to the underwriters’ over-allotment option and 6.0% of the gross proceeds sold pursuant to the underwriters’ over-allotment option, $12,720,000 in the aggregate, payable upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, see the section titled “Risk Factors” contained in our IPO Registration Statement. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.20

Critical Accounting Estimates

The preparation of the unaudited condensed financial statements and related disclosures in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. As of June 30, 2025, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

In November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are also designed with the objective of ensuring that such information is accumulated and communicated to our Management, including our Certifying Officers, as appropriate, to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of June 30, 2025.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There have been no changes to our internal control over financial reporting during the quarterly period ended June 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

To the knowledge of our Management Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

Item 1A. Risk Factors.

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations, other than as set forth below, see the section titled “Risk Factors” contained in our IPO Registration Statement. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Changes in international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for an initial Business Combination target or the performance or business prospects of a post-Business Combination company.

There have recently been significant changes to international trade policies and tariffs affecting imports and exports. Any significant increases in tariffs on goods or materials or other changes in trade policy could negatively affect our search for a target and/or our ability to complete our initial Business Combination.

Recently, the U.S. has implemented a range of new tariffs and increases to existing tariffs. In response to the “tariffs announced by the U.S., other countries have imposed, are considering imposing, and may in the future impose new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, taxes, government regulations and tariffs. and we cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future.

Tariffs, or the threat of tariffs or increased tariffs, could have a significant negative impact on certain businesses (either due to domestic businesses’ reliance on imported goods or dependence on access to foreign markets, or foreign businesses’ reliance on sales into the United States). In addition, retaliatory tariffs could have a significant negative impact on foreign businesses that rely on imports from the United States, and domestic businesses that rely on exporting goods internationally. These tariffs and threats of tariffs and other potential trade policy changes could negatively affect the attractiveness of certain initial Business Combination targets, or lead to material adverse effects on a post-Business Combination company. Among other things, historical financial performance of companies affected by trade policies and/or tariffs may not provide useful guidance as to the future performance of such companies, because future financial performance of those companies may be materially affected by new U.S. tariffs or foreign retaliatory tariffs, or other changes to trade policies. The business prospects of a particular target for a Business Combination could change even after we enter into a Business Combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on that target's business, and it may be costly or impractical for us to terminate that Business Combination agreement. These factors could affect our selection of a Business Combination target.

We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, we may deem it costly, impractical or risky to complete an initial Business Combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial Business Combination. If we complete an initial Business Combination with such a target, the post-Business Combination company’s operations and financial results could be adversely affected as a result of tariffs or changes to trade policies, which may cause the market value of the securities of the post-Business Combination company to decline.

Market conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability to consummate a Business Combination.

In recent years, the United States and other markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain, including as a result of the COVID-19 pandemic, supply chain disruptions, the Ukraine-Russia conflict, conflict in the Middle East, instability in the U.S. and global banking systems, rising fuel prices, increasing interest rates or foreign exchange rates and high inflation and the possibility of a recession. A significant downturn in economic conditions may make it more difficult for us to consummate a Business Combination.

We cannot predict the timing, strength, or duration of any future economic slowdown or any subsequent recovery generally, or in any industry. If the conditions in the general economy and the markets in which we operate worsen from present levels, our business, financial condition, operating results and our ability to consummate a Business Combination could be adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

~~There~~Simultaneously ~~were~~with ~~no sales of unregistered securities during~~ the ~~quarterly period covered by this Report. However, subsequent to the quarterly period covered by this Report, on May 2, 2025,~~ ~~the~~closing ~~Company~~of ~~consummated~~ the Initial Public Offering ofand ~~30,000,000~~pursuant ~~Units,~~to ~~which includes~~ the ~~partial~~Private ~~exercise~~Placement byWarrants ~~the~~Purchase ~~underwriters of their over-allotment option in the amount of 3~~Agreement,~~600,000~~ ~~Units, at $10.00 per Unit, generating gross proceeds of $300,000,000. Simultaneously with~~ the ~~closing of the Initial Public Offering, the~~ Company consummated the sale of 7,280,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, in a Private Placement to the Sponsor and Cantor, generating gross proceeds of $7,280,000. Of those 7,280,000 Private Placement Warrants, the Sponsor purchased 4,640,000 Private Placement Warrants and Cantor purchased 2,640,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Use of Proceeds

Following the closing of our Initial Public Offering on May 2, 2025, a total of $300,000,000 (which amount includes $12,720,000 of the Deferred Fee) was placed in a U.S.-based trust account maintained by Continental, acting as trustee. The proceeds held in the Trust Account may be invested by the trustee only in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on the Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

The remaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are being used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.

There has been no material change in the planned use of ~~the~~ proceeds from our Initial Public Offering and ~~the~~ Private Placement as described in the IPO Registration Statement. The specific ~~investments~~ investments in our Trust Account may change from time to time.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

~~Item 5. Other Information~~23

~~Trading~~Item ~~Arrangements~~5. Other Information.

~~During~~Trading the quarterly period ended March 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.Arrangements

~~Additional~~During the ~~Information~~quarterly period ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

~~None.~~Additional Information

21None.

Item 6. Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this ~~Quarterly~~ Report ~~on Form 10-Q~~.

No.		Description of Exhibit
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
1.1		Underwriting Agreement, dated April 30, 2025, by and between the Company and Cantor Fitzgerald & Co., as representative of the several underwriters. (Incorporated by reference to Exhibit 1.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3.1		Amended and Restated Memorandum and Articles of Association of the Company. (Incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
4.1		Warrant Agreement, dated April 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (Incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
10.1		Investment Management Trust Agreement, April 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. (Incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
101.INS		Inline XBRL Instance Document.
10.2		Registration Rights Agreement, dated April 30, 2025, by and among the Company and certain security holders. (Incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
10.3		Sponsor Private Placement Warrants Purchase Agreement, dated April 30, 2025, by and between the Company and the Sponsor. (Incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
10.4		Cantor Private Placement Units Purchase Agreement, dated April 30, 2025, by and between the Company and Cantor Fitzgerald & Co. (Incorporated by reference to Exhibit 10.4 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
10.5		Letter Agreement, dated April 30, 2025, by and among the Company, its officers, directors, and the Sponsor. (Incorporated by reference to Exhibit 10.5 of the Company’s Current Report on Form 8-K filed with the SEC on May 2, 2025)
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
10.6		Form of Indemnity Agreement (incorporated herein by reference to Exhibit 10.6 to Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-285386), filed by the Company on April 1, 2025).
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
31.1		Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
31.2		Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1		Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2		Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS		Inline XBRL Instance Document.*
101.SCH		Inline XBRL Taxonomy Extension Schema Document.*
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.*
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.*
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.*
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.*
104		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).*

Filed herewith.

** ~~These~~Furnished certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filingherewith.

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SIGNATURES

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 thereunto duly authorized.

	REPUBLIC DIGITAL ACQUISITION COMPANY
Date: June 16, 2025	By:	/s/ Joseph Naggar
Date: August 14, 2025	By:	/s/ Joseph Naggar
	Name:	Joseph Naggar
	Title:	Chief Executive Officer
		(Principal Executive Officer)
Date: June 16, 2025	By:	/s/ Jon Knipper
Date: August 14, 2025	By:	/s/ Jon Knipper
	Name:	Jon Knipper
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

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