FAQ: Republic Note

Yes, you can own a fractional piece of a Republic Note, up to eight decimal places. For example, you can own 0.5 Republic Notes.

The full rollout plan for Republic Note community benefits is in development and will become available in Q3 2023. Certain benefits will be provided to Republic Note holders in beta before the Q3 rollout. These may take the form of special access to Republic Note holder email newsletters, invitations to events and online forums, and the ability to join a Note-gated Discord community. It is likely that the number and type of benefits available will correlate with the amount and duration of Republic Notes held by a community member.

As of now, there does not exist a way to trade the Republic Notes. If and when the Republic Note is listed on an exchange, you may be able to sell them there. 

We anticipate that there will be between 330-350M issued Republic Notes circulating at launch. Pro-rata distributions of proceeds will be based solely on the amount of Republic Notes in circulation. Republic Notes held by Republic Core will not be included. The total amount of authorized Republic Notes is 800M.

Republic Note Holders receive dividend distributions from the Dividend Pool each time it reaches a threshold amount of $2 million. The threshold amount is subject to change at the sole and reasonable discretion of the Republic management team. In the event of a dividend distribution, each Republic Note entitles its holder to a pro-rata amount from the Dividend Pool, after operational transaction fees have been deducted. The intention is for dividend distributions to be made in the form of an eligible digital asset, but may be required to make distributions in other currencies. Republic Note holders will be made aware of upcoming dividend distributions at least four weeks prior to such an event. 

Republic Core intends to file the necessary annual and if applicable semi-annual reports with the Securities Exchange Commission and viewable here. Additionally, Republic Note holders will receive a monthly investors update with important information about our business via email. In addition, any changes to the Republic Note roadmap will be communicated to investors via email and applicable Republic Note Discord channels.

Republic Core LLC (“Core”) provides technology and support services to OpenDeal Inc. and its affiliates (collectively, the “Republic Ecosystem”). Republic Note holders and as well as users of the site and services maintained by the Republic Ecosystem, regardless of and their activities on or relating to the Republic Ecosystem, are subject to the applicable terms of service, in their entirety.

Core is currently conducting an offering of Republic Notes under Rule 506(c) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) to persons who are accredited investors, as that term is defined in Rule 501. Only accredited investors are eligible to participate in the Rule 506(c) offering. Accredited investors who wish to participate in the Rule 506(c) offering should receive and review carefully the Private Placement Memorandum pertaining to that offering, as it contains important information for potential investors to consider prior to making an investment decision. Accredited investors who wish to participate in the Rule 506(c) offering will be required to (i) complete a subscription agreement, (ii) acknowledge that they have received and read the Private Placement Memorandum, and (iii) provide information verifying their status as accredited investors.

Core is also “testing the waters” with respect to the sale of Republic Notes under Regulation A of the Securities Act. The “testing the waters” process allows companies to determine whether there may be interest in an eventual offering of its securities to qualified purchasers under Regulation A. Core is not under any obligation to make an offering under Regulation A. No money or other consideration is being solicited for an offering under Regulation A at this time and, if sent, it will not be accepted.

Core may choose to make an offering to some, but not all, of the people who indicate an interest in investing, and that offering may or may not be made under Regulation A. For example, Core may choose to proceed with its offering under Rule 506(c) without ever conducting a Regulation A offering, in which case only accredited investors within the meaning of Rule 501 will be able to buy Republic Notes.

If and when Core conducts an offering under Regulation A of the Act, it will do so only once (i) it has filed an offering statement with the Securities and Exchange Commission (“SEC”), (ii) the SEC has qualified such offering statement and (iii) investors have subscribed to the offering in the manner provided for in the offering statement. The information in the offering statement will be more complete than any test-the-waters materials and could differ in important ways. Prospective investors who are interested in participating in the Regulation A offering must read the offering statement filed with the SEC, when that offering statement becomes publicly available.

No money or other consideration is being solicited at this time in connection with any potential Regulation A offering and, if tendered, will not be accepted. No offer to buy securities in a Regulation A offering can be accepted and no part of the purchase price can be received until an offering statement is qualified with the SEC. Any offer to buy securities may be withdrawn or revoked, without obligation or commitment of any kind, at any time before notice of its acceptance is given after the qualification date. Any indication of interest in Core’s offering involves no obligation or commitment of any kind.

The Republic Note is a digital asset that you hold in a digital wallet. Republic is developing a proprietary, non-custodial wallet technology (the Republic Wallet) that will be used to hold Republic Notes. There are no further steps for you to take at this time until the launch of the Republic Wallet.

At the time of the Republic Wallet launch, Republic will provide notice and prompt Republic Note holders to create a Republic Wallet in order to receive the Republic Notes. Failures to create a Republic Wallet on a timely basis may result in ineligibility for a dividend distribution event.

You may be able to hold your Republic Notes in  third-party wallets in the future. At this time, however, no other third-party wallets are supported for Republic Note distribution except for the Republic Wallet, and a transfer of Republic Notes to an external wallet may lead to an ineligibility for dividend distribution.

We intend to have the Republic Note listed on leading national and international exchanges. However, there is no guarantee that the Republic Note will ever be listed, or that any particular investor may be able to exchange their securities once they are listed on any particular exchange, depending on the changing regulatory and tech environment applicable to the project. Investors should be prepared to hold on to your Republic Notes indefinitely.

We will have a system in place that allows us to recover your Republic Notes in the event they get stolen or are lost. We will post more details about this process before Republic Notes are distributed.

Digital securities are digital forms of traditional securities, typically represented on a blockchain network. Just like traditional securities, digital securities tend to represent fractional ownership of an asset.

An eligible digital asset (sometimes called a "stablecoin") are tokens designed to closely track the value of a dollar or other assets. As with any other digital assets, there are certain risks to holding and using eligible digital assets.

We will deem a digital asset "eligible" if it is (1) not a security under U.S. federal securities laws; (2) readily convertible into U.S. dollars; (3) readily accessible to Republic Note holders; and (4) designed to have, does in fact have, and can be expected to have very low or no price volatility.

Deeming a digital asset “eligible” does not mean we will decide to use it.

The Republic Note is a revenue-sharing digital security issued by Republic Core. It’s an investment in the Republic ecosystem and the success of our portfolio companies, which are central to the success of Republic and our company’s future.

The Republic Note provides values to holders in two ways:

1. Financial benefits: The Republic Note captures portions of Republic's upside from investments made through our US Funding Portal (Republic Retail) and our venture investing arm, Republic Capital, and shares it with holders.
2. Community benefits: Investors are eligible for new ways to engage with the Republic ecosystem by way of holding the Republic Note.

The Republic Note is issued by Republic Core, the technology hub that powers the Republic ecosystem.

Up to 43.75% of the total Republic Note supply has been reserved for previous investors and investors in the public offering. 30% of the total Republic Note supply has been or will be allocated to our community members, affiliates, employees, and other contributors to the ecosystem. 30% of the total Republic Note supply has been locked up and started to be released into Treasury in batches beginning in 2023, pending future release.

800,000,000. There will never be more than 800,000,000 Republic Notes.

Republic Core will use the proceeds from the offering of the Republic Note to invest in the Republic ecosystem, including to cover our operating costs and repay inter-company liabilities.

If you are a non-accredited investor - most investors are - the amount you can invest under Regulation Crowdfunding during any 12 month period depends on your annual income level and net worth. As a non-accredited investor, you can invest the greater of 

• $2,500; or

• If your annual income or net worth is less than $124,000, you can invest 5% of the greater of your annual income or net worth; or 

• If both your income and net worth are equal to or more than $124,000, you can invest 10% of the greater of your annual income or net worth, not to exceed an amount of $124,000.

• Remember this limit applies across all Reg CF deals, so if you invest in Reg CF deals on other platforms, you will need to disclose this too (and keep the disclosure updated) so we properly track your limit. You are responsible for maintaining the veracity of the relevant figures.

If you are an accredited investor, there is no applicable investment limit under Reg CF.

The Republic Note is a revenue-sharing digital security that allows you to benefit from the economic upside of select Republic’s portfolio companies. Specifically, Republic’s retail investing platform and private capital platform hold upside potentials in every company they raise money for, in the form of equity, carried interest, digital assets, etc. If and when those positions succeed, some or all of those earnings will be paid back to us and ultimately to Republic Note holders.

We intend to distribute dividends to Republic Note holders every time we accrue $2 million in proceeds from the upside of our portfolio companies, or a smaller amount we see fit. The Republic Note is a highly speculative investment and subject to risk. We cannot predict when you will see returns, if at all.

Republic Core will inform Republic Note holders of any upcoming distribution events via email and applicable Republic Note Discord channels. Investors may also be notified of required action items to complete prior to such an event via email and/or a notification to your Republic account. 

Transfer restrictions may apply to certain Republic Notes, depending on the offering under which they were purchased. In most cases, Republic Notes will not be transferrable within the first year of purchase, except in cases of death, requirement by operation of law, division of marital property, probate, transfers to affiliates (investors personal wallet to trust wallet) and other possible familial transfers. 

Republic Core may also choose to apply additional transfer restrictions, which will be communicated to investors during the time of the offering on each offering page.

Only proceeds from the upside of offerings hosted by OpenDeal Portal LLC (Republic funding portal) and investments made by Republic Maximal LLC (Republic Capital) are accrued to the Republic Note. Most of our video game offerings hosted by Fig do not fit into this category.

Only proceeds from the upside of offerings hosted by OpenDeal Portal LLC (Republic funding portal) and investments made by Republic Maximal LLC (Republic Capital) are accrued to the Republic Note. Not all of our real estate offerings do not fit into this category. Investors may find information about the hosting entity for each offering on the offering page.

We have raised money over the past few years for the development of the Republic Note. Early investors in the Republic Note have paid between 6 and 10 cents for rights to the Republic Note as part of private pre-sales to help the Note’s development. 

We also conducted an offering of the Republic Note to accredited investors in 2020 via Rule 506(c) of Regulation D under the Securities Act of 1933 at 12 cents per Note. At the same time, we received $17 million in reservation from our community members at this price. We rolled out a limited allocation of $3 million to meet this interest at a later date.

In addition to this ongoing offering, in the future we hope to give away some Republic Notes for “free” in exchange for your engaging and participating on the Republic platform, provided regulatory approval under Regulation A.

Returns on investments in the Republic Note are completely dependent on the success of our Note portfolio companies, the majority of which are early-stage startups that have a high rate of failures. As such, Note holders may not see a return as a result of their investments in the Republic Note. At our discretion, Republic Core may distribute dividends to people without reaching the $2M threshold in accrual of Core proceeds.

The Republic Note is a digital asset that you hold in a digital wallet. Republic is developing a proprietary, non-custodial wallet technology (the Republic Wallet) that will be used to hold Republic Notes. There are no further steps for you to take at this time until the launch of the Republic Wallet.

At the time of the Republic Wallet launch, Republic will provide a notice and prompt Republic Note holders to create a Republic Wallet in order to receive the Republic Notes. Failures to create a Republic Wallet on a timely basis may result in ineligibility for a dividend distribution event will provide an easy-to-use wallet solution when it’s time to receive them. You will be able to create and manage this wallet from your Republic account.

You may be able to hold your Republic Notes in other third-party wallets in the future. At this time, however, no other third-party wallets are supported for Republic Note distribution except for the Republic Wallet, and a transfer of Republic Notes to an external wallet may lead to an ineligibility for dividend distribution. There are no further steps for you to take at this time.

The proceeds accrued to the Republic Note to be paid out to Note holders come from the upside of portfolio companies of OpenDeal Portal, LLC (Republic funding portal) and Republic Maximal, LLC (Republic Capital). In the future, we may link the revenue from other business lines back to the Republic Note as well, but there is no guarantee we will do so.

At the time of the Republic Wallet launch, Republic will provide a notice and prompt Republic Note holders to create a Republic Wallet in order to receive the Republic Notes. Failures to create a Republic Wallet on a timely basis may result in ineligibility for a dividend distribution event. will provide an easy-to-use wallet solution when it’s time to receive them. You will be able to create and manage this wallet from your Republic account.

A digital wallet is a storage device that holds digital assets.

No, you may not decrease your investment. All investments are final. 

You can choose to increase your investment amount at any time when the offerings are “live” and accepting investments. Increases in investments are treated on a first-come-first-serve basis, subjected to the availability of the offerings’ allocation.

Yes, you will still need to provide evidence that you are an accredited investor. 

In order to complete your investment, we will need to verify your identity and accreditation status, in the case of an investment made under the 506(c) offering. We will also require you to provide additional information, such as a Tax Identification Number, for tax purposes. If we need any further information we will notify you via email and through your investment page.

Accredited investors are subjected to the maximum investment amount for each offering, as communicated on the offering page. 

Generally, you will need to prove that the trust, firm, or fund has $5M or greater in assets by providing a bank, investment, or brokerage account statement that proves that. You can also provide evidence that all trustees and beneficiaries of the trust, firm, or fund are themselves accredited individuals.

Accredited investors must meet certain standards created by the US SEC which allow them to invest in certain private securities offerings. You can find the full list of US accredited investor requirements here. Non-U.S. investors must meet US standards to participate. In general, you are considered accredited under US law if you are an: 

Individual

• with annual income over $200K (individually) or $300K (with spouse or spousal equivalent) in each of the last 2 years and expect to make at least  $200K (individually) or $300K (with spouse or spousal equivalent) this year.

• with net assets over $1 million, excluding your primary residence (unless more is owed on the mortgage than the residence is worth).

• Investment professionals in good standing* holding the general securities representative license (Series 7), the investment adviser representative license (Series 65), or the private securities offerings representative license (Series 82)

• Investment professionals in good standing* holding one or more of the following professional certifications or designations:

  • Securities Industry Essentials and the Series 7TO (must have both)

  • Licensed General Securities Representative (Series 7)

  • Licensed Investment Adviser Representative (Series 65)

  • Licensed Private Securities Offerings Representative (Series 82)

* Good standing equals being actively registered with a broker dealer or in the safe harbor after being off-boarded (U5) at one firm before being on-boarded (U4) onto another.

Entity 

• Entities owning investments in excess of $5 million

• Corporations, partnerships, LLCs, trusts, 501(c)(3) organizations, employee benefit plans, “family office” and any “family client” of that office with assets in excess of $5 million

• Entities where all equity owners are accredited investors

• Investment advisers (SEC- or state-registered or exempt reporting advisers) and SEC-registered broker-dealers

• Financial entities such as a bank, savings and loan association, insurance company, registered investment company, business development company, or small business investment company or rural business investment company

Verification

• What kind of documents can I upload to verify I am an accredited investor? 

• Income Verification: Upload tax returns, W-2s or K-1s from 2018 and 2019 showing income of $200K or greater for an individual, or $300K as a couple.Net-Worth Verification: Upload a bank, investment, or brokerage account showing assets greater than $1M excluding your primary residence. (If your accounts show less than $2M you will need to also upload a credit report).Third Party Verification: Upload a letter from your accountant, lawyer, or registered investment advisor verifying you are accredited under Reg D Rule 501.

Reg CF

You are able to decrease or cancel your investment commitment up to 48 hours before the offering deadline. You may increase your investment commitment at any point before the offering deadline. 

Reg D

Investments made under Reg D are final, and no changes to investment commitments may be made once we have processed your investment.

In November 2022, Republic Core offered up a limited allocation of the Republic Notes to fulfill the reservations of investors who expressed interest in purchasing the Republic Note under the Reg A+ “testing-the-waters” campaign in 2022. This last offering has now been closed. 

Republic Core is still working with the SEC to qualify the Republic Note. However, there is no guarantee of such a qualification and, as a result, no guarantee of your reservation under Reg A+ being fulfilled. At our discretion, Republic Core may choose not to continue offering the securities to investors who reserved the Note under the Reg A+ “testing-the-waters” campaign.

We currently do not offer cryptocurrencies as a payment method for the Republic Note Reg CF offering.

Republic Core is prioritizing investments from non-accredited investors for its allocation of $3M worth of Republic Notes, offered under Reg CF.

No. Investors are buying the same Republic Notes at the same price through either offering. 

Investors not in the US may participate in the Republic Note offerings  at the same terms at a later date, not before the closing of the current offerings.