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Accredited Deal Room

What is the Deal Room?

What is the Deal Room? The Deal Room is a private investment platform that provides exclusive access to opportunities pursuant to Regulation D. The Deal Room is a part of the Republic platform, operated by Republic Core LLC and is only open to accredited investors. The Deal Room provides access to opportunities facilitated by Republic-affiliated companies, OpenDeal Broker LLC, a FINRA-member broker dealer, Republic Deal Room Advisor LLC, an exempt-reporting investment adviser and Republic Core LLC.

Previously investment opportunities on the Deal Room platform have been backed by top-tier venture capital firms such as Sequoia, Founders Fund, and Andreessen Horowitz. These investment opportunities are often in later stages of funding from Series B to Series D, and some have already raised significant capital from venture capital firms. Past opportunities are in no way a guarantee or indicative of future opportunities.

What type of opportunities are on the Deal Room platform? Private security offerings in companies that are raising capital through a Regulation D registration exemption are available on the Deal Room platform. These offerings are only open to accredited investors when accessed through the Deal Room. You can read more about Reg D here.

Reg D 506(b) and 506(c): Reg D allows companies to generally raise an unlimited amount of capital from accredited investors. The two types of Reg D offerings offered on the Deal Room platform are 506(b) and 506(c):

506(b) - These are private offerings that can only be shared with investors who Republic or the issuer has a pre-existing substantive relationship with. All investors will be required to self-verify to ensure the investor is accredited.
506(c) - These are public offerings that can be shared and advertised to anyone. All investors need to verify their status as an accredited investor by providing substantive documentation.

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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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