Invest in the performance of

SpaceX

Closed

This offering closes Friday March 13 at Midnight US Pacific

Republic Mirror Tokens : rSPAX

A new regulated way to participate in the growth of world-class private companies.

Referencing SpaceX stock. Not issued by or affiliated with SpaceX.

For US accredited & global investors

Reference price

$275

Implied share price

$687.50

Price per token

$2.50

Stated SpaceX valuation

$1.35-1.4T

Minimum investment

$100

Regulation

D, 506(c)

Implied valuation

—

Resources

PPM

Allocation

$8,000,000

Deadline

TBD

All US Residents

About the reference asset: SpaceX

For purposes of this offering, the indicative share price is set at $687.50.

Why investors are paying attention:

SpaceX is widely regarded as a global leader in launch services and satellite internet, with a growing commercial footprint and increasing institutional participation.

Potential IPO news in 2026

Rapid expansion of the Starlink satellite network

Continued demand across government and commercial customers

Past performance is not indicative of future results.

Over the past decade, SpaceX has experienced significant growth in valuation and revenue, driven by increased launch cadence and satellite connectivity demand.

Previous rSPAX offerings were launched at $275 implied share price. Subsequent updates to SpaceX’s valuation have resulted in higher indicative values for those tokens.

Past performance is not indicative of future results.

As seen in

All US Residents

Regulation

Reference asset

SpaceX common stock*

Minimum investment

$50

Maximum investment

$5,000

Intermediary

Republic Funding Portal

Reference price

$275

Security type

Contingent Payout Note

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Disclaimer

This securities offering is being conducted pursuant to the exemption from registration afforded under Section 4(a)(6) of the Securities Act of 1933 (“Regulation Crowdfunding”). The issuer engaged in a “Testing the Waters” campaign, offering opportunities to "reserve" securities as indications of non-binding interest in the potential offering. This offering is conducted by RepublicX, LLC (the “Issuer”) via OpenDeal Portal LLC d/b/a Republic, an SEC registered funding portal (the “Portal”). The Issuer is an affiliate of Republic. This means Republic and the Issuer share common ownership and/or control. This relationship may create a potential conflict of interest.

Investing in private companies involves significant risks, including loss of your entire investment, and may not be suitable for all investors. The Issuer has filed a Form C with the United States Securities and Exchange Commission (the “SEC”), which contains important information about this offering and its risks. You should review the Form C before investing. This offering, security, token, and related aspects are wholly unaffiliated with any company other than the Issuer and any applicable affiliates involved in the facilitation thereof. Holders are contracting only with, and may only seek recourse against, the Issuer. Neither the Issuer nor the Portal is making investment recommendations. Private securities are highly risky and speculative. Never invest more than you can afford to lose. At least some of the terms of this Offering and Mirror Tokens as a securities product are novel and because of such novelty there may be certain additional risks and uncertainties when compared to more traditional financial products. Consult with your trusted advisors and conduct your own diligence before investing. Further information on the offering is provided below, and in the offering documents made available in the investment checkout. Please review all available FAQs, Additional Risk Disclosure Documents, Regulatory Filings and Offering Documents provided.

US Accredited & Global Investors

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Disclaimer

This offering (the “Offering”) is being conducted pursuant to Regulation D under the Securities Act of 1933, as amended. Under Regulation D, participation is limited to verified accredited investors in the United States. The securities have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”) or the securities laws of any U.S. state, and may not be resold in the United States without registration or an applicable exemption. With regard to communications on the Site, nothing herein should be construed as an offering of securities or as investment advice or any recommendation as to an investment or other strategy by Republic Core LLC (“Republic Core”). Republic Core is being compensated $150,000 initially and $75,000 quarterly by RepublicX, LLC, a Delaware limited liability company (the “Issuer”) for certain hosting, technological, and operational services. The Issuer is a subsidiary of OpenDeal Inc. dba Republic (“Republic”) which is the parent company of Republic Core. This means Republic and the Issuer share common ownership and/or control. This relationship may create a potential conflict of interest. Republic Core is acting solely as a technology platform to facilitate the Offering and is not providing any brokerage services.

Republic Core has not independently verified any of the information provided or makes any assurances as to the completeness, accuracy or reliability of any such information provided by RepublicX LLC. No broker-dealer registered with the U.S. Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”), or any state securities regulator is participating in, or has otherwise passed upon or approved this offering. Neither Republic Core nor any broker-dealer is recommending or endorsing the securities offered herein. No party involved is evaluating the suitability of any investment in the securities offered hereunder for any investor. Prospective investors must make their own independent decision to invest, based on their own examination of the Issuer and the terms of the Offering. The Issuer of the securities is solely responsible for the content of this offering, including all disclosures, statements, and representations. Investments made in this Offering are not protected by the Securities Investor Protection Corporation (SIPC) or any similar protections, because no broker-dealer is involved. Republic and its affiliates do not make investment recommendations and do not provide tax, accounting or legal advice. All recipients are advised to consult with their own advisers.

Investing in private companies involves significant risks, including loss of your entire investment, and may not be suitable for all investors. This Offering, security, token, and related aspects are wholly unaffiliated with any company other than RepublicX and any applicable affiliates involved in the facilitation thereof. Holders are contracting only with, and may only seek recourse against, the issuing company, RepublicX LLC. Neither Issuer not Republic Core is making any investment recommendations hereunder. Private securities are highly risky and speculative. Never invest more than you can afford to lose. At least some of the terms of this Offering and Mirror Tokens as a securities product are novel and because of such novelty there may be certain additional risks and uncertainties when compared to more traditional financial products. Consult with your trusted advisors and conduct your own diligence before investing. Further information on the offering is provided below, and in the offering documents made available in the investment checkout. Please review all available FAQs, Additional Risk Disclosure Documents, Regulatory Filings and Offering Documents provided.

What is rSPAX?

rSPAX is a regulated Mirror Token offering designed to provide exposure to the economic performance of SpaceX, a leading private company.

Mirror Tokens are an innovative structure developed by Republic to expand access to private markets, enabling investors to participate in company growth prior to potential public listings.

Full details are available in the offering documents.

How it works

01 Invest through Republic

Investors participate through the Republic platform.

02 Tokens issued

RepublicX issues the Mirror Token to your Republic Wallet and tracks SpaceX performance.

03 Tokens may trade on INX

rSPAX tokens are designed to be tradable on INX, a regulated digital securities trading venue, subject to market conditions and eligibility.

04 Invest through liquidity and payout

Upon a qualifying liquidity event, investors may receive payouts in USD or USDC, as outlined in the offering documents.

rSPAX does not represent direct ownership of SpaceX shares.

Recent news and analysis

SpaceX to Offer Insider Shares at Record-Setting $800 Billion Valuation

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SpaceX weighs June 2026 IPO at $1.5 trillion valuation

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Elon Musk’s Starlink is adding 20,000 new customers a day as it hits 9 million customers

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About the issuer: RepublicX

RepublicX is the innovation arm and a subsidiary of Republic, primarily in the business of servicing global enterprises on blockchain integration, tokenization, and retail access. RepublicX is led by Kendrick Nguyen, founder of Republic.

Republic is a global financial group comprising investment platforms, broker-dealer, investment advisors, funds, and advisory services under the regulatory regimes of the US, UK, EU, MENA, and Asia. Since 2016, it has facilitated billions of dollars in investments from retail and high-net-worth investors into thousands of companies across a diverse range of asset classes, from technology to private equity to sports & entertainment to web3. Its cross-border end-to-end digital infrastructure empowers both high-net-worth and non-accredited investors to compliantly access blue-chip, institutional-grade assets across the globe that were once open only to family offices and financial institutions. Republic is backed by leading institutions, including Valor Equity Partners, HOF Capital, Solana, Binance, Prosus, among others. Republic’s senior advisers include renowned technologists and entrepreneurs, as well as a former US Secretary of State and a former U.S. SEC Commissioner.

The digitization of assets is here. Republic is where it is happening.

RepublicX’s Mirror Token is a tokenized Contingent Payout Note. A Contingent Payout Note is essentially an IOU from the issuer that may pay you money later only if certain things happen and a linked value (like a company’s share price) ends up above a preset level. It isn’t stock and doesn’t pay interest. Here, the Mirror Token provides a right to payment that tracks a Reference Asset (described above) using a preset “Reference Price” for said asset set at the time of the offering. If there’s a future liquidity event (like an IPO or sale) and the observed price of that stock is above the reference price, you may receive a payout based on part of that difference; if it’s the same or lower—or if no event occurs by maturity—you may receive little or nothing. You don’t get shares, voting rights, or interest; this is an unsecured, high-risk investment with transfer restrictions and no insurance or guarantee of principal.

This is an unsecured, high-risk investment with transfer restrictions and it isn’t insured by the FDIC or any government agency. You could lose all of your investment. Key risks include market/valuation risk in the reference asset, event timing risk (no IPO/sale), pricing source or calculation risk, corporate actions and dilution, limited liquidity, technology and cybersecurity risks, legal/regulatory changes, sanctions/AML restrictions, country risk, and issuer credit risk. Read the full Risk Factors section in the offering documents.

FAQs

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What exactly am I buying?: 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 original issuance in 2025 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.

What is the Purchase Price?: The purchase price per Token is $2.50.

Who is issuing rSPAX Tokens?: The issuer is RepublicX LLC (“RepublicX”), which is the innovation arm of Republic primarily in the business of providing asset tokenization services.

If I invest, am I now an owner of SpaceX?: 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.

What is the Reference Price and how is it determined?: 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 per token, 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.

What is the rSPAX Token?: 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.

Will there be secondary trading of the Tokens?: 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.

Am I investing in a fund?: 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.

Am I participating in SpaceX’s economic success or failure?: 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.

When do payouts occur?: 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).

How will payouts occur?: 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.

Will I need a crypto wallet to take part?: 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.

What are Qualified Liquidity Events?: 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.

What if RepublicX LLC defaults and doesn’t pay, what recourse do I have?: 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.

What if SpaceX never has a qualified financing event?: 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.

Are there risks to this Offering?: 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.

Is the price of rSPAX token tied to the price of SpaceX shares?: 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.

Why is the maximum investment for the Regulation Crowdfunding offering so low?: 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.

What fees will I pay?: 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.

Tax considerations: 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.

What are my rights attached to the securities?: 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.

Are there transfer restrictions?: 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.

Do the Notes bear interest?: No. There is no periodic interest on the Notes. There is no return other than the contingent Redemption Amount.

Is there a maturity date?: Yes - 10 years from the date of security issuance. November 26, 2025.

Is this offering affiliated with SpaceX?: 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.

*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 the Notes. No one at SpaceX will receive any proceeds from this offering, and SpaceX has provided no information to RepublicX LLC for use in this offering; (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 the associated guarantee of OpenDeal Inc., 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 CENs reference SpaceX share value 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 formula is derived. Such use does not imply sponsorship, endorsement, or affiliation, and Republic claims 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 Republic 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.

Important Disclosures

RepublicX, LLC (the “Issuer”) hosts two separate, concurrent offerings:

(1) Regulation D Offering - Conducted pursuant to Regulation D under the Securities Act of 1933, as amended. Under Regulation D, participation is limited to verified accredited investors in the United States. The securities offered pursuant to Regulation D have not been and will not be registered under the Securities Act or the securities laws of any U.S. state, and may not be resold or otherwise transferred in the United States absent registration or an available exemption from registration. Republic Core LLC (“Republic Core”) is acting solely as a technology platform in connection with this offering and is not providing any brokerage services. No broker-dealer registered with the SEC, FINRA, or any state securities regulator is participating, and investments are not protected by the Securities Investor Protection Corporation (SIPC).

(2) Regulation S Offering – Conducted pursuant to Regulation S under the Securities Act of 1933, as amended. Under Regulation S, the securities may only be offered and sold outside the United States to non-“U.S. persons” (as defined in Rule 902(k) under the Securities Act). If you are a non-“U.S. person,” you hereby represent and warrant that you have accessed this page on your own initiative and not as a result of any directed selling efforts by the Issuer or its affiliates. By clicking the “Invest Now” button associated with the Regulation D offering you acknowledge and agree that you will instead be directed to an investment checkout reserved exclusively for the Issuer’s Regulation S offering, and that you will receive only the offering documents applicable to such Regulation S offering. The securities offered pursuant to Regulation S have not been and will not be registered under the Securities Act or the securities laws of any U.S. state, and may not be resold or otherwise transferred in the United States absent registration or an available exemption from registration. Republic Core is acting solely as a technology platform in connection with this offering and is not providing any brokerage services. No broker-dealer registered with the SEC, FINRA, or any state securities regulator is participating, and investments are not protected by the Securities Investor Protection Corporation (SIPC).

Affiliate Disclosure & Potential Conflict of Interest – The Issuer is an affiliate of OpenDeal Inc. d/b/a Republic (“Republic”), the parent company of Republic Core. This means Republic and the Issuer share common ownership and/or control, which may create a potential conflict of interest. Republic Core is compensated $150,000 initially and $75,000 quarterly by the Issuer for hosting the Reg D/S offering.

No Advice – Neither Republic Core, the funding portal, nor any broker-dealer is recommending or endorsing the securities offered herein, or providing investment, tax, accounting, or legal advice. No party is assessing the suitability of any investment for any investor. You are solely responsible for your own investment decisions and should consult with your legal, tax, and financial advisers.

Issuer Responsibility – The Issuer is solely responsible for the content of each offering, including all disclosures, statements, and representations. Republic Core has not independently verified any of the information provided and make no assurances as to its completeness, accuracy, or reliability. The investment product “Republic Mirror Tokens” are deemed a security under United States securities laws which imposes complex parameters and restrictions on the offering, sale, and resale of securities to US persons—particularly non-accredited investors. There will be limits on the number of securities a non-accredited US person may purchase, if any, and there will be restrictions on the resale or listing of the securities, if any, in the US and other jurisdictions. In other countries, laws and regulations governing the initial offering of tokens, securities or otherwise, and their subsequent listing and trading remain uncertain and may shift frequently. Private securities are highly risky and speculative. Never invest more than you can afford to lose. At least some of the terms of this offering are novel and, as such, because of the newness there may possibly be additional risks and uncertainties. Consult with your trusted advisors and conduct your own diligence before investing. Please review all available FAQs, Additional Risk Disclosure Documents, Regulatory Filings and Offering Documents provided.

This prospective offering, security, token, and related aspects are wholly unaffiliated with any company other than Republic. Other companies mentioned as potential candidates for Mirror Tokens or “rCompany” or other potential future offering companies (together “Reference Companies”) have not endorsed, participated, authorized, encouraged, agreed, or in any other way participated in any offering, Mirror Token or any other potential future token. Investing is incredibly risky - do so at your own risk. When you purchase a security (and consequently a Mirror Token) you are not purchasing an interest in the Reference Companies, and the token is not itself a right or entitlement to any share of any Reference Companies. Holders of the tokens only have such economic rights as are described in this offering. Holders are contracting only with, and may only seek recourse against, the issuing company RepublicX LLC.

Risk Disclosure – Investing in private companies involves significant risks, including the possible loss of your entire investment, and may not be suitable for all investors. Private securities are highly risky and speculative, may be illiquid for an indefinite period, and certain terms of these offerings and the Mirror Tokens (a novel security structure) are new and may involve additional risks and uncertainties. Never invest more than you can afford to lose. You should review all offering documents, FAQs, additional risk disclosures, regulatory filings, and other materials before investing.
Additional risks of which the Issuer is not currently aware also could cause actual results to differ. In light of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on any forward-looking statements. A broad range of risk factors could cause the Issuer to fail to meet its objectives, including those described in the risk factor section in the applicable private placement memorandum. Certain pages may be hosted by Republic Core LLC, a technology provider within the Republic Ecosystem. Republic Core LLC is neither a broker dealer, funding portal nor an investment adviser. REPUBLIC CORE DOES NOT HAVE ANY RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF ANY INFORMATION RECEIVED FROM THE ISSUER OR ANY OTHER THIRD PARTIES.

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