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Acquisition Criteria

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. Qualities we intend to look for in identifying SPAC merger companies include but are not limited to the following:

• Leading blockchain-enabled technology with compelling growth prospects. We will focus on investments in industry segments that we believe demonstrate attractive long-term growth prospects and reasonable overall size or potential significant established market position, and domestic and international expansion potential.

• Differentiated industry disruptors. We will seek to identify businesses that are leveraging blockchain to disrupt their respective industries. We intend to look for companies whose products and services are defensible and afford a differentiation solution to customers driven by technology. Companies which could be attractive to us could have a pricing, solution or timing advantage to others in the marketplace.

• Benefit from access to public markets, and ability to comply with the US regulatory framework. We intend to pursue a company that will benefit from having public markets available to enhance their ability to pursue accretive acquisitions, high-return capital projects, and/or strengthen their balance sheet, with the capability and commitment to full U.S. financial market regulation and SEC compliance.

• Strong management teams. We will spend significant time assessing a company’s leadership and personnel and evaluating what we can do to augment and/or build the team over time if needed.

• Proven products and revenue. We will seek to identify businesses that we believe have market-proven products or service and revenue, and that are reinvesting cash flow to propel growth.

• Ability to sustain and grow free cashflow. We are looking for growing companies which are cashflow positive and have an ability to show consistent margin integrity. We are attracted to recurring revenue and platform businesses with efficient customer acquisition and cross selling opportunities.

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The Republic Ecosystem

Certain of our officers and directors are affiliated with the Republic Ecosystem. The Republic Ecosystem consists of businesses and entities providing services in the following areas:

• Advisory Services — strategy and economic consulting for Web3 projects & enterprise, as well as token design, capital support, strategy, business development, growth and marketing.

• Staking and Infrastructure — suite of blockchain infrastructure services, including running validator nodes for PoS networks, white label staking solutions, and other node services.

• Tokenization — full stack tokenization for Web3 projects and enterprises, including smart contract design, development and deployment; capabilities span security tokenization, NFT tokenization and token lifecycle management.

• Capitalization — institutional and HNW capital managed in-house across a range of single-asset SPVs, venture funds and liquid token strategies; investment focus primarily centered on Web3, with an additional focus on deep tech.

• Wallet — multi-sig, multi-asset non-custodial wallet built to facilitate tokenized offerings on Republic’s Marketplace platform initially, with plans to expand across the Republic Ecosystem.

• Primary Offerings — new offerings of utility and/or security tokens and equity securities to retail investors; offerings conducted under Reg CF, Reg A, Reg D, and Reg S.

• Secondary Trading — 24/7 secondary trading of equity securities and token-based securities via INX’s AT; natural product extension for primary issuance clients; established business in Europe and in development in the United States.

The nexus of the Republic Ecosystem is the Republic Ecosystem website at www.republic.com (the “Site”). The Site enables visitors to review products and offerings on the Republic Crowd-Invest platform and to subscribe to such offerings, including by sending consideration and receiving signed subscription documents. In limited circumstances, the Site allows qualified participants to indicate their investment interest through the syndicates organized by Republic

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Republic Digital was established in March 2024 as the digital asset investment arm within the Republic Ecosystem, specializing in liquid trading strategies across cryptocurrencies and other digital assets, when, through a joint venture with Joseph Naggar, Republic acquired GoldenChain, the digital asset subsidiary of GoldenTree Asset Management. This strategic acquisition marked Republic’s expansion into the actively traded digital asset space, leveraging GoldenChain’s expertise in liquid markets.

GoldenChain, originally launched by GoldenTree Asset Management, had developed a strong reputation for its institutional-grade trading strategies, risk management, and structured investment approach within the digital asset sector. With the acquisition, Republic Digital inherited GoldenChain’s sophisticated trading infrastructure and team, allowing it to capitalize on high-frequency, arbitrage, and momentum-driven strategies in the crypto market.

As part of the transition, Joseph Naggar, our Chief Executive Officer, who was formerly a partner at GoldenTree Asset Management specializing in digital assets, joined Republic as Chief Executive Officer and Chief Investment Officer of Republic Digital. Under his leadership, Republic Digital has positioned itself as a premier liquid trading firm, integrating quantitative and discretionary trading strategies to navigate the evolving digital asset landscape. This move underscores Republic’s commitment to institutional-grade digital asset management, focusing on liquidity, transparency, and efficiency in crypto trading.

In addition to Republic Crowd-Invest and Republic Private Capital, the Republic Ecosystem is composed of other businesses in validation or dormant stages, and Republic expects that more businesses will be added over time.

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Overview

We are a blank check company incorporated on January 23, 2025 as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination in any business or industry, we expect to focus on a target in industries that complement our management team’s background, and to capitalize on the ability of our management team to identify and acquire a business, focusing on the fintech, software and cryptocurrency industries.

We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.

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