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All investors
Primary market Live deals Secondary market Buy and sell Republic Note Own a piece of Republic's upside Investor Network Membership Receive exclusive discounts and benefits
Accredited only
Republic Venture Opportunities for accredited investors
Institutional
Republic Capital Multi-stage venture firm Republic Digital Crypto hedge fund
More
Wallet Manage your digital assets Mobile app Available on iOS or Android Learning center Explore investor resources FAQ Get your questions answered
Growth capital solutions
Capital fundraising Raise on Republic Tokenized assets Design, launch, manage tokenized assets
Sharedrops Gift equity as a reward
Web3 services
Advisory Access veteran web3 advisors Infrastructure Stake your digital assets Tokenization Deploy your assets on-chain Asset management Explore digital asset funds
Institutional services
Republic Capital In-house Venture Capital fund
Broker dealer Regulated capital services
Republic Note
FAQ

Lockups

Lockup details: 2020 Reg D Note offering

Will all of my Republic Notes be tradeable once I receive them?

Only 15% will be available at listing. To help ensure a smooth listing, your Republic Notes purchased in 2020 will be released on a gradual schedule: 15% are released at listing, and the rest are released monthly over 11 months. This means that while you will see all of your Republic Notes in your Wallet and still have all the benefits associated with holding your Note balance, only 15% of them will be transferable on the first month of listing. 

If you invested in an additional Republic Note offering in 2023, these Republic Notes will be restricted by US Securities Law to not be transferable for the one year following the closing date of the offering. You may visit the offering page through your portfolio and check out the offering closing date to find out the time at which you may start trading your Republic Notes.


How does the gradual release schedule work?

All Republic Notes will be under the same gradual release schedule at listing, with 15% of the purchased Republic Notes being released and transferable on the first day of listing. The remainder of your Republic Notes will be released monthly over the next 11 months (7.73% per month), with the full purchased balance being completely transferable one year from the listing date.


Why not allow me to sell all Notes at once? 

Having only a portion of pre-purchased securities available for trading at the early stages of secondary listing is a common practice to maintain stability in the Republic Note’s price and avoid a significant price drop in anticipation that privately purchased Republic Notes would flood the market. A gradual release schedule is implemented to protect the overall interest of the Republic Note investor community, while still allowing for a portion of pre-purchased Notes to be listed for investors seeking liquidity.


Can I purchase more Republic Notes despite my tokens being unlocked?

Yes, you can purchase additional Republic Notes on our partner secondary trading platform. These newly purchased Republic Notes will be freely transferable upon purchase.


How can I trade my Republic Notes once they are unlocked?

You can trade the Republic Notes on our partner secondary trading platform after they have been unlocked. We will provide more guidance and instructions closer to the listing event.


What can I do with my Republic Notes if they are locked?

The Republic Note is a revenue-sharing and community-driven token that allows you to benefit from the upside of certain investments by Republic and other perks provided by Republic. You are entitled to the full range of benefits, including the dividend distributions, by holding the Republic Notes in your Republic Wallet, regardless of their lockup status.


Is any transfer of ownership possible within the “locked” period?

US securities laws allow for certain exceptions to the transfer restriction rules, such as to a member of the family of the Investor or the equivalent, to a trust controlled by the Investor, to a trust created for the benefit of a member of the family of the Investor or the equivalent, or in connection with the death or divorce of the Investor or other similar circumstances. If you need to make a transfer under any of the aforementioned circumstances, please reach out to our investor support team.

If you have any other questions, please email our team at note-support@republic.co.


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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.

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