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 March 27, 2025

Joseph Naggar
Chief Executive Officer
Republic Digital Acquisition Company
149 5th Ave, 10th Floor
New York, NY 10010

 Re: Republic Digital Acquisition Company
 Registration Statement on Form S-1
 Filed February 28, 2025
 File No. 333-285386
Dear Joseph Naggar:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1. We refer to your disclosure here that the conversion of Class B ordinary
shares may
 result in material dilution to your public shareholders due to
anti-dilution rights of the
 Class B ordinary shares. Please revise to clarify that if you increase
or decrease
 the size of the offering pursuant to Rule 462(b) under the Securities
Act, you will
 effect a share capitalization or other mechanism with respect to your
Class B shares so
 as to maintain the ownership of founder shares by the initial
shareholders, on an as
 converted basis, at approximately 20% of your issued and outstanding
ordinary
 shares upon consummation of the offering, as you explain elsewhere.
Please also
 disclose the number of founder shares to be issued to your independent
directors on
 the cover page. Please refer to Item 1602(a)(3) of Regulation S-K.
 March 27, 2025
Page 2
Summary
Sponsor Information, page 11

2. Please revise the table to also discuss the founder shares to be
received by your
 directors, as you mention that each director will receive such shares.
Refer to Item
 1602(b)(6) of Regulation S-K.
3. Please include a discussion of the experience of the SPAC sponsor, its
affiliates, and
 any promoters in organizing special purpose acquisition companies and
the extent to
 which the SPAC sponsor, its affiliates, and the promoters are involved
in other special
 purpose acquisition companies. In that regard, we note your reference on
page 115 to
 your management team and their prior SPACs. Please refer to Item
1603(a)(3) of
 Regulation S-K.
We may not be able to complete an initial business combination because such
initial business
combination may be subject to..., page 64

4. Please revise to clarify whether any members of the sponsor are, or have
 substantial ties with, a non-U.S. person, and if so, please expand this
risk factor to
 discuss this information.
Underwriting, page 187

5. We note your disclosure on page 23 that the private placement warrants
to be
 purchased by Cantor Fitzgerald & Co. are deemed by FINRA to be
underwriters'
 compensation. Please revise to include the private placement warrants in
tabular
 format in the underwriter's compensation section. Refer to Item 508(e)
of Regulation
 S-K.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eric McPhee at 202-551-3693 or Mark Rakip at 202-551-3573
if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Stuart Neuhauser, Esq.
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