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.

Once we determine it's time for a distribution, we take a snapshot of existing balances and, within a reasonable time frame, distribute pro rata proceeds. We endeavor to make distributions in an eligible digital asset however, holders of Republic Notes have no right to elect the form of dividend payment; the form of dividend payment is solely in the discretion of Republic Core and may differ between U.S. investors, non-U.S. persons who have a U.S. bank account and other non-U.S. persons. Republic Core intends to pay dividends to U.S. investors, as well as to non-U.S. persons who have a U.S. bank account, by means of an electronic deposit of U.S. dollars if it cannot make a payment in an eligible digital asset that 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 (for example, if it is supported on the Algorand blockchain); and (4) designed to have, does in fact have, and can be expected to have very low or no price volatility.

If and when the Republic Note is listed on an exchange, you may be able to sell them there. Over time we may also facilitate peer to peer trading of the Republic Note.

We anticipate that there will be between 310-380M issued Republic Notes circulating at launch. Only issued Republic Notes are eligible for distributions.

In the coming weeks and months, we will update you about developments related to the distribution of Republic Notes, and our progress and success overall. 

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 digital asset ecosystem is growing and there are numerous places you can spend eligible digital assets. You can also convert them into dollars or other currencies through certain third-parties. 

The Republic Note is a digital asset that you hold in a wallet. Republic 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 Algorand wallets in the future. At this time, no other Algorand wallets are supported for Republic Note distribution. There are no further steps for you to take at this time.

We will have a system in place that will allow us to help recover your Republic Notes in the event you lose access to your wallet. We will post more details about this process before Republic Notes are distributed.

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.

The Republic Note is built on Algorand, a layer one blockchain. Ownership of the Republic Note is tracked and verifiable on the Algorand blockchain. 

We recently offered and intend to offer the Republic Note $0.12 cents per Republic Note.

The Republic Note is a profit sharing security token issued by Republic Core. It’s an investment in us and the success of our business and future.

A eligible digital asset (sometimes called a "stablecoin") are tokens that is designed to closely track the value of a dollar or other asset. As with any other digital asset, 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 (for example, if it is supported on the Algorand blockchain); and (4) designed to have, does in fact have, and can be expected to have very low or no price volatility.

Only $100! We want as many people to participate and hold Republic Notes as possible.

We intend for all Republic Notes that are qualified under Reg A+ and to be freely tradeable under federal law. We believe Republic Notes previously sold under Reg D will also be tradeable in compliance with federal law at distribution. However, you should be prepared to hold onto your Republic Notes indefinitely and must account for state and local laws.

We aim to distribute Republic Notes to all investors upon the qualification of a Regulation A+ offering.

We hope to have our Reg A+ offering qualified in early 2022, though that timeline may change.

We intend to payout distributions in a eligible digital asset that we see fit. We will prioritize security and reliability, amongst other things, in determining which eligible digital asset is suitable. 

Holders of Republic Notes have no right to elect the form of dividend payment; the form of dividend payment is solely in the discretion of Republic Core and may differ between U.S. investors, non-U.S. persons who have a U.S. bank account and other non-U.S. persons. Republic Core intends to pay dividends to U.S. investors, as well as to non-U.S. persons who have a U.S. bank account, by means of an electronic deposit of U.S. dollars if it cannot make a payment in an eligible digital asset that 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 (for example, if it is supported on the Algorand blockchain); and (4) designed to have, does in fact have, and can be expected to have very low or no price volatility.

Republic Core is selling the Republic Note. It’s the technology hub that powers the Republic ecosystem.

Algorand offers us a strong technical solution that allows us to (i) make micro-distributions to tens and hundreds of thousands of people efficiently and securely and (ii) track identity and ownership of Republic Note in accordance with certain KYC/AML requirements.

Up to 40% of the total Republic Note supply has been reserved for previous investors and investors in the public sale. 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 is locked up and will be released to us in batches beginning in 2023.

There is currently no market for Republic Notes.

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

Republic Core will use the money received to help grow the Republic ecosystem, pay our operating costs and repay inter-company liabilities.

The Reg CF investment limits are not relevant for purposes of investing in the Republic Note. You can invest in the Republic Note regardless of whether you've reached your Reg CF investment cap.

The Republic Note is a profit sharing token. It allows you to share in our profits when certain conditions are met. Specifically, Republic’s crowdfunding platform and private capital platform receive cash and an upside potential in every company they raise money for, in the form of equity, carried interest, tokens, 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 at certain triggering events.

We will pay out dividends when we make over $2M from certain revenue, or a smaller amount we see fit. The Republic Note is highly speculative investment and subject to risk. We cannot predict when you will see returns if at all.

We will email all Republic Note holders ahead of a distribution. We will also post notifications about upcoming distributions on our website.

Republic Notes sold in the July 16, 2020 offering for accredited investors have a lock up.

Currently, proceeds earned from Fig.co are not tied in any way to Republic Core or the Republic Note. In the future we hope to connect certain profits from Fig.co to Republic Core and the Republic Note, but we are not required to.

Currently, proceeds earned from Republic Real Estate are not necessarily tied in any way to Republic Core and the Republic Note. In the future we hope to connect this business to Republic Core and the Republic Note, but we are not required to.

We have raised money over the past few years for the development of the Republic Note. Investors in the past have paid between 6 and 10 cents for rights to the Republic Note as part of pre-sales to help develop it. In addition to this public sale, in the future we hope to give away some Republic Notes for “free” in exchange for your engaging and participating on the Republic platform.

You may not see a return. We do have the discretion to distribute money to Republic Note holders though if we receive certain revenues below the $2M mark, but we are not required to. 

The Republic Note is a digital asset that you hold in your wallet. Republic will provide an easy to use solution when it’s time to receive them. You will be able to access your Republic Notes just by signing in with your email. Of course, you can always hold your Republic Notes in your own Algorand wallet. Find out more about how to set up your own wallet here.

Republic’s crowdfunding arm and Republic’s private capital arm. In the future we hope to link the revenue from other business lines back to the Republic Note as well, but there is no guarantee we will do so.

Republic will provide you with an easy-to-use wallet solution that you can create from your Republic account. Republic Core will notify you via email and provide setup instructions when it is time to create this wallet. 

A wallet is an easy to use storage device for accessing your Republic Notes.

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

Now that the Republic Note sale has closed, investment increases are no longer being accepted.

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 information. If we need any further information we will notify you via email and through your investment page.

If you are an accredited investor, you can invest up to $1M in the Republic Note sale.

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

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

• Entity with over $5 million in assets, such as a venture fund or a trust not formed for the specific purpose of the relevant investment.

• Entity wholly owned by accredited investors

• 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.

If and when the offering is qualified by the U.S. SEC and your reservation is called to be confirmed as an investment, you will be able to change your payment method within your portfolio.

The Republic Note offering is now closed so you may no longer increase or decrease your reservation amount.

We are holding your spot in line to invest in the Republic Note if we get a Reg A+ offering of the Republic Note qualified. We hope it may be qualified later this year, but cannot guaranty that it will be qualified this year or ever.  If and when it is qualified, you will be notified and you will have 7 days to confirm your investment in the Republic Note or you will lose your spot.

Non-accredited investors can invest the greater of 10% of their net worth or income in Reg A+ offerings. Currently, the Republic Note offering has not been qualified by the SEC. 

We are working to get a Republic Note offering qualified under Reg A. Currently you are only able to reserve interest in this possible future offering. If and when a Republic Note sale is qualified under Reg A we will reach out to you and you will have 7 days to confirm your investment and subscription to that offering.  

The value and delivery method are determined by our 3rd party crypto payment provider Bitpay. The exchange rate will be provided at checkout and you will have 15 minutes to send the corresponding amount to an address provided by Bitpay.

Republic Core raised approximately $9M from accredited investors in a 506(c) which concluded in 2020. Republic Core plans on offering an additional $9M (through cash and other offerings) in Republic Notes.

We are reserving up to $5,500,000 for non-accredited interest in a future Reg A+ offering if and when it’s qualified.

We will accept Bitcoin (BTC), Ethereum (ETH), and USDC.

We will hold your spot in line for if and when a Reg A+ offering is qualified. Then, non-accredited investors will be able to return and finalize their reservation as an investment. The first $5.5M in investors will have 7 days to invest or they will lose their spot in line.