SecProbe.io

CORRESP
 1
 filename1.htm

 REPUBLIC DIGITAL ACQUISITION COMPANY

 149 5th Ave, 10th Floor

 New York, NY 10010

 April 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention:
 Catherine De Lorenzo

 Re:
 Republic Digital Acquisition Company

 Registration Statement on Form S-1

 Filed February 28, 2025, as amended
 File No. 333-285386

 Dear Ms. De Lorenzo:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Republic Digital Acquisition Company hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:30 p.m. ET on Wednesday, April 30, 2025, or as soon as thereafter
practicable.

 Very truly yours,

 /s/ Joseph Naggar

 Joseph Naggar

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 April 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re: Republic Digital Acquisition Company

 Registration Statement on Form S-1

 File No. 333-285386

 Ladies and Gentlemen:

 In accordance with Rule 461
under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as representative of the underwriters
for the proposed public offering of units of Republic Digital Acquisition Company (the "Company") pursuant to the above-referenced
Registration Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced Registration
Statement so that it becomes effective at 4:30 p.m., Eastern Time, on Wednesday, April 30, 2025, or as soon as possible thereafter.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act, the undersigned advises you that there will be distributed to each underwriter
or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced proposed offering.

 [ Signature Page Follows ]

 Very truly yours,

 CANTOR FITZGERALD & CO.

 By:
 /s/ David Batalion

 Name:
 David Batalion

 Title:
 Managing Director, Investment Banking

 [ Signature Page to SEC Letter from Underwriters Requesting Acceleration
of Effectiveness ]

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

<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>

CORRESP
 1
 filename1.htm

 VIA EDGAR

 March 31, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Catherine De Lorenzo and Dorrie Yale

 Re: Republic Digital Acquisition Company

 Registration Statement on Form S-1

 Filed February 28, 2025

 File No. 333-285386

 Dear Ms. Lorenzo and Ms. Yale:

 Republic Digital Acquisition Company (the " Company ")
hereby transmits its response to the comment letter received from the staff (the " Staff ") of the U.S. Securities and
Exchange Commission (the " Commission ") on March 27, 2025 relating to the Registration Statement on Form S-1 (the " Registration
Statement "), filed by the Company with the Commission on February 28, 2025.

 The Company is filing via EDGAR Amendment No.
1 to Registration Statement on Form S-1 (the " Amended Registration Statement "),
which reflects responses to the comments received by the Staff and certain updated information.

 For the Staff's convenience, we have repeated
below the Staff's comment in bold and have followed each comment with the Company's response. All page references in the responses
set forth below refer to the page numbers in the Amended Registration Statement.

 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.

 Response: We acknowledge the Staff's comment
and have provided additional disclosure on the cover page of the Amended Registration Statement.

 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.

 Response: We acknowledge the Staff's comment
and have added disclosure to the tables on pages 12 and 111 of the Amended Registration Statement.

 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.

 Response: We acknowledge the Staff's comment
and note that only Mr. Robert Matza, a director nominee, has any prior SPAC experience. Mr. Matza served as an independent director on
two prior SPACs; however, he does not have a material interest in our sponsor, is not an affiliate of our sponsor, and is not an executive
officer of the Company. The Company has expanded Mr. Matza's biography on pages 6, 105 and 140 of the Amended Registration Statement
to provide additional disclosure about the two prior SPACs for which he served as an independent director. None of our sponsor, its affiliates,
or any promoters of the Company is involved with any other special purpose acquisition companies.

 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.

 Response: We acknowledge the Staff's
comment and have added disclosure on 65 of the Amended Registration Statement.

 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.

 Response: We acknowledge the Staff's comment
and added more disclosure to the table on page 189 of the Amended Registration Statement.

 ***

 We thank the Staff for its review of the foregoing.
If you have further comments, please feel free to contact to our counsel, Stuart Neuhauser, at sneuhauser@egsllp.com or by telephone at
(212) 370-1300.

 Sincerely,

 /s/ Joseph Naggar

 Joseph Naggar, Chief Executive Officer

 cc: Ellenoff Grossman & Schole LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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.
</TEXT>
</DOCUMENT>