RDAG 10-K & 10-Q changes, risk factors and insider trading
Republic Digital Acquisition Co (also RDAGU, RDAGW) · Nasdaq · Blank Checks · CIK 2055459 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare (only one so far)..
What changed in the latest 10-Q
Risk Factors
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration Statement, (ii) 2025 Annual Report and (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2025 as filed with the SEC on August 14, 2025. As of the date of the Report, there have been no material changes with respect to those risk factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Largest changes
“Our liquidity needs through May 2, 2026, were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.”see in full comparison
“Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: …”see in full comparison
“For the three months ended June 30, 2025, we had a net income $1,833,653, which consisted of earnings from investments held in Trust Account of $1,955,805 and interest income - operating account of $3,305, offset by general and administrative costs of $125,457.”see in full comparison
“For the six months ended June 30, 2026, we had a net income $5,212,949, which consisted of earnings from investments held in Trust Account of $5,459,388 and interest income - operating account of $15,305 offset by general and administrative costs of $261,744.”see in full comparison
For the period from January 23, 2025 (inception) throughsee in full comparisonMarchJune31,30, 2025, cash used in operating activities was$0.$311,216. Netlossincome of$48,534$1,785,119 was affected byapayment of general and administrative costs throughIPOpromissoryPromissory Notenote – related party of$43,534.$65,934 and earnings from investments held in Trust Account of $1,955,805. Changes in operating assets and liabilitiesprovidedused$5,000$206,464 of cash.
For the period from January 23, 2025 (inception) throughsee in full comparisonMarchJune31,30, 2025, we had a netlossincome$48,534,$1,785,119, which consisted of earnings from investments held in Trust Account of $1,955,805 and interest income - operating account of $3,305, offset by general and administrativecosts.costs of $173,991.
Full comparison: every changed paragraph (15)
Following
the closing of the Initial Public Offering and Private Placement, an amount of $300,000,000 from the net proceeds of the Initial Public
Offering and the Private Placement was initially placed in the Trust Account located in the United States with Continental acting as
trustee. The Trust Account may be invested only (i) in U.S. government securities, within the meaning set forth in Section 2(a)(16) of
the Investment Company Act with a maturity of 185 days or less, (ii) in any open-ended investment company that holds itself out as a
money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company
Act, or (iii) as cash or cash items (including in demand deposit accounts) at a U.S. chartered commercial bank aswith determinedconsolidated assets of $100 billion or more selected by Continental that is reasonably satisfactory to us, until the earlier of: (x) the
completion of the Business Combination and (y) the distribution of the Trust Account, as described below.
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since January 23, 2025 (inception) through
March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying
and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate
any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form
of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses
as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well
as for due diligence expenses.
For the three months ended MarchJune 31,30, 2026, we had a net income $2,551,433,
$2,661,516, which consisted of earnings from investments held in Trust Account of $2,708,697$2,750,691 and interest income - operating account of $8,180$7,125 offset
by general and administrative costs of $165,444.$96,300.
For the six months ended June 30, 2026, we had a net income $5,212,949, which consisted of earnings from investments held in Trust Account of $5,459,388 and interest income - operating account of $15,305 offset by general and administrative costs of $261,744.
For the three months ended June 30, 2025, we had a net income $1,833,653, which consisted of earnings from investments held in Trust Account of $1,955,805 and interest income - operating account of $3,305, offset by general and administrative costs of $125,457.
For
the period from January 23, 2025 (inception) through MarchJune 31,30, 2025, we had a net lossincome $48,534,$1,785,119, which consisted of earnings from investments held in Trust Account of $1,955,805 and interest income - operating account of $3,305, offset by general and administrative
costs. costs of $173,991.
Our liquidity needs through May 2, 2026, were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) a loan pursuant to the IPO Promissory Note. Following the Initial Public Offering and the Private Placement, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the Initial Public Offering and the Private Placement held outside the Trust Account.
For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities
was $147,921.$206,686. Net income of $2,551,433$5,212,949 was affected by earnings from investments held in Trust Account of $2,708,697.$5,459,388. Changes in operating
assets and liabilities provided $9,343$39,753 of cash.
For
the period from January 23, 2025 (inception) through MarchJune 31,30, 2025, cash used in operating activities was $0.$311,216. Net lossincome of $48,534$1,785,119 was
affected by a payment of general and administrative costs through IPOpromissory Promissory Notenote – related party of $43,534.$65,934 and earnings from investments held in Trust Account of $1,955,805. Changes in operating
assets and liabilities providedused $5,000$206,464 of cash.
As
of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $310,762,514.$313,513,205. We may withdraw interest from the Trust Account
to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest
earned on the Trust Account (which interest shall be net of income taxes payable, if any, and exclude the Deferred Fee), to complete
our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our
Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the
target business or businesses, make other acquisitions and pursue our growth strategies.
As
of MarchJune 31,30, 2026, we had cash held outside of the Trust Account of $868,792.$735,027. We use the funds held outside the Trust Account primarily
to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices,
plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material
agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
Our
liquidity needs through MarchJune 31,30, 2026 have been satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the
issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the consummation of
the Private Placement not held in the Trust Account.
In
order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain
of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If
we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close,
we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from
our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into warrants of
the post-Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants.
As of MarchJune 31,30, 2026, we did not have any borrowings under any Working Capital Loans.
Furthermore, pursuant to the Letter Agreement, our Sponsor, directors, officers have agreed that: (x) the Founder Shares shall be subject to a transfer restrictions of the earlier of (i) one year after the completion of our initial Business Combination or earlier if, subsequent to our initial Business Combination, the closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 30 days after our initial Business Combination and (ii) the date following the completion of our initial Business Combination on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property, (y) the Private Placement Warrants shall be subject to transfer restriction until 30 days after the completion of our initial Business Combination and (z) any Units, Warrants, Ordinary Shares or any other securities convertible into, or exercisable or exchangeable for, any Units, Ordinary Shares, Founder Shares or Warrants shall be subject to transfer restriction for 180 days.
The
preparation of the unaudited condensed financial statements and notes thereto included elsewhere in this Report in conformity with GAAP
requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses,
and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates
require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates
on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which
form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from
the assumptions used, our unaudited condensed financial statements and notes thereto included elsewhere in this Report could be materially
affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026,
we did not have any critical accounting estimates to be disclosed.
RDAG insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding RDAG (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 1,152,355 | $11.9M | 0.01% | Added 46% |
| Two Sigma Investments | 2026-06-30 | 949,630 | $9.8M | 0.01% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 220,000 | $2.3M | 0.0% | No change |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 99,147 | $1.0M | — | Sold out |
| D. E. Shaw & Co. | 2026-06-30 | 150,000 | $60.0K | 0.0% | No change |