Correspondence 0001213900-25-030967 from Republic Digital Acquisition Co (RDAG)
Republic Digital Acquisition Co
Date: April 11, 2025 · CIK: 0002055459 · Accession: 0001213900-25-030967
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-285386
Letter
Republic Digital Acquisition Company
149 5th Ave, 10th Floor
New York, NY 10010
VIA EDGAR
April 11, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, N.E.
Washington, D.C. 20549
Attention: Catherine De Lorenzo
Re: Republic Digital Acquisition Company
Amendment No. 1 to Registration Statement on Form S-1
Filed April 1, 2025
File No. 333-285386
Ladies and Gentlemen:
Republic Digital Acquisition Company (the " Company ," " we " or " our ") hereby transmits our response to the comment letter received from the staff (the " Staff " or " you ") of the U.S. Securities and Exchange Commission (the " Commission "), dated April 10, 2025, regarding the Amendment No. 1 to Registration Statement on Form S-1 submitted to the Commission on April 1, 2025.
For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed such comment with the Company's response. In response to the Staff's comments, the Company is filing via Edgar an exhibits-only registration statement (the " Registration Statement ") simultaneously with the submission of this response 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.
We respectfully inform the Staff that we are filing an updated opinion from Cayman Islands counsel as Exhibit 5.2 to the Registration Statement in response to the Staff's comment.
We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.
Sincerely,
By:
/s/ Joseph Naggar
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CORRESP 1 filename1.htm Republic Digital Acquisition Company 149 5th Ave, 10th Floor New York, NY 10010 VIA EDGAR April 11, 2025 U.S. Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Attention: Catherine De Lorenzo Re: Republic Digital Acquisition Company Amendment No. 1 to Registration Statement on Form S-1 Filed April 1, 2025 File No. 333-285386 Ladies and Gentlemen: Republic Digital Acquisition Company (the " Company ," " we " or " our ") hereby transmits our response to the comment letter received from the staff (the " Staff " or " you ") of the U.S. Securities and Exchange Commission (the " Commission "), dated April 10, 2025, regarding the Amendment No. 1 to Registration Statement on Form S-1 submitted to the Commission on April 1, 2025. For the Staff's convenience, we have repeated below the Staff's comment in bold and have followed such comment with the Company's response. In response to the Staff's comments, the Company is filing via Edgar an exhibits-only registration statement (the " Registration Statement ") simultaneously with the submission of this response 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. We respectfully inform the Staff that we are filing an updated opinion from Cayman Islands counsel as Exhibit 5.2 to the Registration Statement in response to the Staff's comment. We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Stuart Neuhauser, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300. Sincerely, By: /s/ Joseph Naggar Name: Joseph Naggar Title: Chief Executive Officer cc: Ellenoff Grossman & Schole LLP