SEC Comment Letter 0000000000-25-003831 to Republic Digital Acquisition Co (RDAG)
Republic Digital Acquisition Co
Date: April 10, 2025 · CIK: 0002055459 · Accession: 0000000000-25-003831
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285386
Letter
Re: Republic Digital Acquisition Company Amendment No. 1 to Registration Statement on Form S-1 Filed April 1, 2025 File No. 333-285386 Dear Joseph Naggar:
April 10, 2025
Joseph Naggar Chief Executive Officer Republic Digital Acquisition Company 149 5th Ave, 10th Floor New York, NY 10010
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe this 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. Unless we note otherwise, any references to prior comments are to comments in our March 27, 2025 letter.
Amendment No.1 to Registration Statement on Form S-1 Exhibits
1. Please request that Cayman Islands counsel revise its opinion in Exhibit 5.2 to remove inappropriate assumptions. In this regard, we note paragraphs 2.5 and 2.8. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. April 10, 2025 Page 2
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.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 10, 2025 Joseph Naggar Chief Executive Officer Republic Digital Acquisition Company 149 5th Ave, 10th Floor New York, NY 10010 Re: Republic Digital Acquisition Company Amendment No. 1 to Registration Statement on Form S-1 Filed April 1, 2025 File No. 333-285386 Dear Joseph Naggar: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe this 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. Unless we note otherwise, any references to prior comments are to comments in our March 27, 2025 letter. Amendment No.1 to Registration Statement on Form S-1 Exhibits 1. Please request that Cayman Islands counsel revise its opinion in Exhibit 5.2 to remove inappropriate assumptions. In this regard, we note paragraphs 2.5 and 2.8. It is not appropriate for counsel to include in its opinion assumptions that assume any of the material facts underlying the opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19. April 10, 2025 Page 2 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. </TEXT> </DOCUMENT>