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In short, you are buying a token that pays you based on SpaceX’s common stock performance. Information regarding SpaceX will be obtained from publicly available sources and third-party data providers, and for information regarding secondary transactions of SpaceX, from broker-dealers, alternative trading systems and other market participants. If SpaceX goes public, is acquired, or dissolves, Republic would pay token holders after that event. The payout amount is determined by reference to the per-share performance of SpaceX common stock. If no acquisition, IPO, or dissolution happens within 10 years of your investment, which is the maturity date of the Note, you would receive a proportional payout based on the per-share performance of SpaceX. No payout of any amount, including your principal investment amount, is guaranteed. You do not receive equity, voting rights, or ownership in SpaceX by investing in this offering of Notes.
Please review the more in-depth description of the offering below:
You are purchasing tokenized interests in Contingent Payout Notes (each, a “Note”, and if multiple “Notes”), a debt security (i.e., payment obligation) issued by RepublicX . The Notes represent the right to receive payments which will be tied to the performance of the common stock of Space Exploration Technologies Corp. (“SpaceX”, or, the “Reference Company”). You may receive a cash payment in the event of (i) an IPO or other direct listing transaction resulting in the Reference Company’s equity interests being listed on a national securities exchange, (ii) a merger or acquisition of its assets or equity interests or (iii) any other qualifying transaction resulting in a public listing or monetization of its equity interests (e.g. SPAC merger, restructuring, bankruptcy proceeding, tender offer, recapitalization) (each, a “Qualified Liquidity Event”). Certain anti-dilution adjustments will be made to account for splits and similar events affecting the securities of SpaceX. See the relevant offering documents for the full terms and conditions. The Note is not an equity interest in SpaceX, Republic, or any other company, and it carries no voting, information, or other shareholder rights in SpaceX or in Republic. Investors’ entitlement is reduced/adjusted by fees.
The purchase price per Token is $1.00.
The issuer is RepublicX LLC (“RepublicX”), which is the innovation arm of Republic primarily in the business of providing asset tokenization services.
No. If you invest, you’re buying a debt instrument offered by RepublicX and represented by the rSPAX Tokens. You have no right whatsoever to equity in SpaceX, RepublicX, or Republic by virtue of investing in any offering. You will, however, be participating in the potential economic upside of SpaceX. Owning a Note does not entitle you to any equity voting information, inspection, or other rights with respect to SpaceX. You will not receive dividends or other distributions from SpaceX and will have no rights to vote or influence SpaceX’s management and must rely solely on public information and updates regarding SpaceX provided by RepublicX that come from publicly available information, including SpaceX's website and press releases, third-party data providers, and data regarding secondary transactions in SpaceX from broker-dealers, alternative trading systems and other market participants, which may be limited, incomplete, or stale.
The Reference Price for this rSPAX offering is $275.
The Reference Price functions, in part, as the basis for how much an investor gets paid, if at all, at the 10 year maturity or at a qualifying event for SpaceX––like an acquisition, IPO, or company dissolution. For example, if the value of each common share of SpaceX at the 10 year maturity, or a at a qualifying event, is higher than the Reference Price, the investor would be owed a payout proportionally larger than their original investment amount. If the aforementioned value were lower than the Reference Price, the investor would be owed a payout proportionally smaller than their original investment amount or would not be owed any payout at all. Please review the subscription agreement and other offering documents to understand the terms and the formula for potential payouts.
The Reference Price is not, and is not intended to be, a precise fair market value of SpaceX common stock at the time of the offering.
The rSPAX Token is a digital representation of the Notes built on the Solana blockchain, leveraging Republic’s proprietary security token standard. To receive Tokens, investors will be required to create a Republic Wallet.
Republic intends to make tokens available for secondary trading after the conclusion of any applicable lock-up periods, subject to the applicable rules and limitations on transferability including, without limitation, KYC/AML of the investor. A secondary market may never develop, Notes are intended to be held until maturity or redemption. Liquidity is not guaranteed if a secondary market develops, it may not provide enough liquidity to allow investors to trade or sell the Notes prior to maturity, and RepublicX retains full discretion whether or not to list any tokens on any qualifying exchange.
No. You are purchasing an individual unsecured note of RepublicX, not an interest in a pooled investment vehicle. The issuer may issue and offer notes linked to the performance of different underlying reference issuers or other debt obligations. Proceeds received from note issuances are not segregated or earmarked in any way and are not required to be invested in SpaceX shares or any other specific asset. Instead, offering proceeds are used for RepublicX’s general corporate purposes, as described in the “Use of Proceeds” section in the offering documentation, primarily technology and product development, platform and operating costs (including services from affiliates), payroll, and related working capital, and may be reallocated in management’s discretion. The notes are senior unsecured obligations of the issuer, which are subject to repayment from funds available to RepublicX from its business and operations and not from any dedicated pool of investor proceeds.
Notes are intended to replicate the economic participation of shareholders in SpaceX. On the maturity date, or before such date in the event that SpaceX enters into a Qualified Liquidity Event and when any applicable lock-up period ends, RepublicX will pay to each Noteholder a pro rata portion of the value of a common share of SpaceX at that time based on the payout formula described in the Notes and the Offering Documents. Because the Notes track the value of common shares on a price per share basis, their return may be reduced if SpaceX issues additional shares or equity-linked securities, which could dilute the value of each share. If SpaceX declares a stock split, reverse stock split or other reclassification of its common stock, RepublicX's designated calculation agent will determine whether that event has a diluting or concentrative effect on the theoretical value of the common shares of SpaceX and, if so, will make such calculations and adjustments to the terms of the Notes as may be necessary in order to account for the economic effect of such event.
Payouts, if any, occur within a reasonable time period (as further described in the offering documentation) after the earlier of the maturity date (i.e., 10 years from the date of issuance) or a Qualified Liquidity Event, plus the expiration of any applicable lock-up period(s).
Each Investor will have the choice of receiving payouts in either (1) U.S. dollars or (2) USDC (U.S. Dollar Coin), or another stablecoin chosen by the Issuer, to the Investor’s verified Republic Wallet, or such other stablecoin of the Issuer's choosing in the Issuer's sole discretion in the event that USDC is not industry standard at the time payment is due.
Yes, a Republic Wallet is required in order to participate in these offerings, to receive Tokens, and receive funds in the event of a refund.
A Qualified Liquidity Event occurs in the event that SpaceX undertakes any of the following (i) an IPO or other direct listing transaction resulting in SpaceX’s equity interests being listed on a national securities exchange, (ii) a merger or acquisition of its assets or equity interests or (iii) certain other transactions resulting in a public listing or monetization of its equity interests (e.g. SPAC merger, restructuring, bankruptcy proceeding, tender offer, recapitalization) resulting in a public listing or monetization of SpaceX equity. For further details, each Investor should carefully review the definition of Qualified Liquidity Events contained in the Note and the Offering Documents.
Upon an Event of Default by RepublicX LLC, the entire unpaid principal of the Securities shall become immediately due and payable at the option of the Investor. As senior unsecured creditors of RepublicX LLC, Investors' claims to the assets of RepublicX LLC will have priority over those of RepublicX LLC’s equity holders.
On the Maturity Date (November 3, 2035) within 30 calendar days, Investors will receive the entire value of their repriced securities based on their pro rata share of the increase (or decrease) in the FMV of SpaceX’s common stock subject to adjustments for applicable costs or taxes. Please refer to the Offering Documents for more information regarding payment and the calculation of the Redemption Amount.
Yes, the purchase of these Notes involves a high degree of risk and should be considered only by persons who can bear the risk of the loss of their entire investment. Please review the specific risk factors section of each of the offering documents for a further understanding of the potential investment risks. Before making an investment decision you are encouraged to carefully considered the risks described in the Offering Documents. Each investor should consult with their legal, tax and financial advisors prior to investing.
Always consider that the Note is a debt obligation of RepublicX LLC, not an equity interest in SpaceX. The token gives you exposure to SpaceX’s price movements only through the contractual payoff structure, and that exposure is modulated by time, fees, and RepublicX’s credit profile.
During this initial phase, our focus is on expanding retail access to private equity while protecting investors’ interests and risk exposure given the novelty of this financial product.
All fees reduce your net return. Fees here include a premium built into the Reference Price as well as other fees associated with the Republic platform. In the event secondary trading exists on any qualifying exchange, there may also be fees associated therewith. Please review the disclosure documents and Republic’s general Terms of Service for an outline of all applicable fees.
Republic intends that Notes be generally treated as a single equity instrument for U.S. Tax purposes. No statutory, judicial, or administrative authority directly discusses the proper U.S. federal income tax treatment of Notes having terms substantially identical to the notes offered hereby. Accordingly, significant uncertainty exists as to such treatment. Republic intends to treat each Note as a single financial contract referencing the Reference Company’s common stock that constitutes an “open transaction” for U.S. federal income tax purposes Each investor should consult its own tax advisor regarding the U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes, as well as any tax consequences arising under the laws of any state, local or non U.S. jurisdiction or under any applicable income tax treaty.
The holder of any Notes has a claim against the Issuer - RepublicX LLC - for the redemption amount in accordance with the terms set forth in the relevant security instrument and Offering Documents. Critically, Investors’ respective creditor rights do not consist of any shareholders’ rights (e.g., investors have no rights of attendance, other participation rights or voting rights of the Issuer). Investors have no rights whatsoever to SpaceX.
Yes. The Notes are restricted securities with limited resale and transfer rights. As restricted securities, the Notes may not be resold, pledged, assigned, or otherwise transferred in the absence of an effective registration statement or exemption from registration. There are transfer restrictions based upon the applicable exemption the Notes and any beneficial interests are issued thereunder, including Reg CF and Rule 506 resale limitations of one year, Regulation S distribution-compliance periods of one year and U.S. person restrictions, if applicable. Any transfer in violation of the restrictions is void. The Notes are illiquid and and investors should not expect a secondary market to develop. Investors should expect to hold the Notes until the maturity date or earlier redemption. Please review the disclosure documents in full before investing.
No. There is no periodic interest on the Notes. There is no return other than the contingent Redemption Amount.
Yes - 10 years from the date of security issuance. November 3, 2025.
No - Space Exploration Technologies Corp. (“SpaceX”) is entirely unaffiliated with these offerings, with RepublicX LLC, with the Notes, and with the associated rSPAX Tokens. Specifically: (i) No endorsement or authorization. SpaceX has not reviewed, approved, authorized, endorsed, sponsored, or consented to any aspect of this security, token, marketing material, or transaction structure; (ii) No participation or cooperation. SpaceX and its officers, directors, shareholders, and employees are not involved—directly or indirectly—in structuring, issuing, marketing, managing, servicing, or redeeming of the Notes. SpaceX will not receive any proceeds from this offering, and SpaceX has provided no information to RepublicX LLC or any of its affiliates for use in this offering, all information, statements, and projections concerning SpaceX in this offering have been prepared exclusively by RepublicX and its advisors; (iii) No contractual or economic relationship. Purchasing a Note does not give you any equity, debt, contractual claim, option, warrant, or other right against SpaceX, its subsidiaries, or affiliates. Your sole counterparty is RepublicX LLC, which alone, aside from that certain keepwell agreement of OpenDeal Inc., as discussed in the Offering Documents, is responsible for all payment and reporting obligations under the Notes; (iv) No obligations on SpaceX. SpaceX owes you no fiduciary duty, payment, disclosure, or ongoing information and will have no liability to you in connection with your investment. Any payment on the Notes will come exclusively from RepublicX LLC out of its own assets; (v) No effect on SpaceX securities. The issuance of Notes does not affect SpaceX’s capitalization, shareholder base, voting power, or corporate governance in any way. The Notes reference the value of SpaceX common stock solely as an external benchmark for calculating potential payouts; (vi) Trademark and brand usage. “SpaceX,” “Space Exploration Technologies,” and related marks are trademarks of Space Exploration Technologies Corp. All use herein is strictly nominative and descriptive to explain how the Note redemption payout formula is derived. Such use does not imply sponsorship, endorsement, or affiliation, and RepublicX or its affiliates claim no ownership of those marks; (vii) Information limitations. All SpaceX‑related data referenced in marketing materials (e.g., secondary‑market price quotes) are derived from publicly available sources that RepublicX believes to be reliable; and (viii). Regulatory posture. Neither the U.S. Securities and Exchange Commission (SEC) nor any state securities regulator has approved or disapproved of these securities. SpaceX has not sought, requested, or obtained any regulatory clearance in connection with this offering. In short, every legal, financial, technological, and operational obligation associated with the Notes rests entirely with RepublicX LLC. Any mention of SpaceX is strictly for the limited purpose of explaining the reference asset used in the Notes payout formula and should not be interpreted as creating any relationship whatsoever between you and SpaceX.
