Republic Digital Acquisition Co-A 2026年季度报告

FORM 10-Q For the quarterly period ended March 31, 2026 or Commission File Number: 001-42624 149 5th Ave, 10th FloorNew York, NY 10010(Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smallerreporting company”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 13, 2026, there were 30,000,000 Class A Ordinary Shares, par value $0.0001 per share, and 7,500,000 Class B OrdinaryShares, par value $0.0001 per share, of the registrant issued and outstanding. REPUBLIC DIGITAL ACQUISITION COMPANY FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 TABLE OF CONTENTS PagePART I – FINANCIAL INFORMATION1Item 1.Financial Statements.1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended March 31, 2026 and for thePeriod from January 23, 2025 (Inception) Through March 31, 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended March 31,2026 and for the Period from January 23, 2025 (Inception) Through March 31, 20253Unaudited Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and for thePeriod from January 23, 2025 (Inception) Through March 31, 20254Notes to Unaudited Condensed Financial Statements5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.21Item 3.Quantitative and Qualitative Disclosures About Market Risk.26Item 4.Controls and Procedures.26PART II – OTHER INFORMATION27Item 1.Legal Proceedings.27Item 1A.Risk Factors.27Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.27Item 3.Defaults Upon Senior Securities.28Item 4.Mine Safety Disclosures.28Item 5.Other Information.28Item 6.Exhibits.29SIGNATURES30 Unless otherwise stated in this Report (as defined below), or the context otherwise requires, references to: ●“2025 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed withthe SEC (as defined below) on March 27, 2026;●“Amended and Restated Articles” are to our Amended and Restated Memorandum and Articles of Association, ascurrently in effect;●“ASC” are to the FASB (as defined below) Accounting Standards Codification;●“ASU” are to the FASB (as defined below) Accounting Standards Update;●“ASU2024-03”are to ASU Topic 2024-03,“Income Statement-Reporting Comprehensive Income-ExpenseDisaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”;●“Board of Directors” or “Board” are to our board of directors;●“Business Combination” are to a merger, capital share exchange, asset acquisition, share purchase, reorganization orsimilar business combination with one or more businesses;●“Cantor” are to Cantor Fitzgerald & Co., the representative of the several underwriters in the Initial Public Offering (asdefined below);●“Certifying Officers” are to our Chief Executive Officer and Chief Financial Officer, together;●“Class A Ordinary Shares” are to our Class A ordinary shares, par value $0.0001 per share;●“Class B Ordinary Shares” are to our Class B ordinary shares, par value $0.0001 per share;●“Combination Period” are to (i) the 24-month period, from the closing of the Initial Public Offeringto May 1, 2027 (orsuch earlier date as determined by the Board) that we have to consummate an initial Business Combination, or (ii) suchother period in which we must consummate an initial Business Combination pursuant to an amendment to the Amendedand Restated Articles and consi