Republic Digital Acquisition Company filed its Form 10-Q for the quarterly period ended September 30, 2026 with the U.S. Securities and Exchange Commission on November 13, 2026, covering financial results and disclosures for a special purpose acquisition company incorporated in the Cayman Islands.

Key Highlights

  • Share count as of November 13, 2026: 30,000,000 Class A Ordinary Shares and 7,500,000 Class B Ordinary Shares were issued and outstanding, each with a par value of $0.0001 per share.
  • Listings on Nasdaq: The company's Units (RDAGU), Class A Ordinary Shares (RDAG), and Redeemable Warrants (RDAGW) are all listed on The Nasdaq Stock Market LLC.
  • Warrant exercise price: Each whole Redeemable Warrant is exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share, according to the filing.
  • Deferred underwriting fee: The company disclosed a deferred aggregate fee of $12,720,000 payable to underwriters only upon completion of an initial Business Combination.
  • Combination Period deadline: The company has until May 2, 2027 to consummate an initial Business Combination, representing a 24-month period from the closing of its IPO on May 2, 2025.
  • Shell company status: The registrant indicated it is a shell company as defined in Rule 12b-2 of the Exchange Act, and is classified as a smaller reporting company and emerging growth company.

Republic Digital Acquisition's Q3 2026 Quarterly Disclosures and SPAC Structure

Republic Digital Acquisition Company (NASDAQ:RDAG), a Cayman Islands exempted special purpose acquisition company headquartered at 245 5th Ave., 4th Floor, New York, NY 10016, filed its quarterly report covering the period ended September 30, 2026. The filing notes the company's IPO was consummated on May 2, 2025, with Cantor Fitzgerald & Co. serving as representative of the underwriters. The IPO Registration Statement on Form S-1 was declared effective on April 30, 2025.

According to the filing, the underwriters exercised the Over-Allotment Option partially, resulting in the purchase of 3,600,000 Option Units out of a possible 3,960,000. The company disclosed that a deferred underwriting fee of $12,720,000 is owed to underwriters and is payable only upon completion of an initial Business Combination, and "shall not be paid from the accrued interest in the Trust Account," as stated in the filing. Continental Stock Transfer & Trust Company serves as trustee of the Trust Account and warrant agent for the Redeemable Warrants.

The filing also notes that the company has a 24-month Combination Period, running from the IPO closing to May 2, 2027, during which it must consummate an initial Business Combination. The company is subject to the Nasdaq 36-Month Requirement, which mandates that a SPAC complete one or more Business Combinations within 36 months following the effectiveness of its IPO registration statement. An unsecured IPO Promissory Note in a principal amount of up to $300,000 was issued to the company's Sponsor on January 23, 2025, the date of inception.

What Was Disclosed

Republic Digital Acquisition Company filed a 10-Q for the quarter ended September 30, 2026, disclosing its share structure, SPAC-related deadlines, a $12,720,000 deferred underwriting fee, and details of its securities listed across three ticker symbols on Nasdaq.