Passive holders report 1,565,000 Class A shares (5.22%) in RDAGU

Rhea-AI Filing Summary

Republic Digital Acquisition Company received a Schedule 13G/A reporting that MMCAP International Inc. SPC and MM Asset Management Inc. together beneficially own 1,565,000 Class A ordinary shares, equal to 5.22% of the class on a 30,000,000-share basis. The reported position shows no sole voting or dispositive power and shared voting and dispositive power over 1,565,000 shares, indicating the holders report a material but non-controlling stake.

The filing includes a certification that the securities are held passively and not for the purpose of changing or influencing control of the issuer. This disclosure increases transparency about significant passive holders of the company’s Class A ordinary shares.

Insights

Securities Analyst

TL;DR: A passive investor group reports a material >5% stake but no sole control, signaling transparency without governance shifts.

The filing identifies 1,565,000 shares representing 5.22% of Class A ordinary shares, with shared voting and dispositive power and zero sole power. That combination typically reflects an institutional passive position large enough to be material to disclosure rules but not structured to exert unilateral control. For investors, the key metric is the >5% threshold: it triggers public reporting and informs shareholder registries and governance monitoring without implying activism.

Corporate Governance Expert

TL;DR: Material passive ownership disclosed; absence of sole power limits governance influence from these holders.

The reporting parties explicitly certify the holdings are not intended to change or influence control, consistent with a Schedule 13G passive filing. The structure — 0 sole voting/dispositive power and 1,565,000 shared voting/dispositive power — means these holders should not be expected to drive board or strategic changes. This is important for governance monitoring: a >5% passive holder can still matter if combined with other holders, but on its face this filing indicates no immediate change in control dynamics.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Republic Digital Acquisition Company

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G7515A103

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G7515A103

1

Names of Reporting Persons

MMCAP International Inc. SPC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,565,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,565,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,565,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.22 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: * The reporting person holds 1,565,000 Class A ordinary shares. **Based on 30,000,000 Class A ordinary shares outstanding of the Issuer, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on June 16, 2025.

SCHEDULE 13G

CUSIP No. G7515A103

1

Names of Reporting Persons

MM Asset Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,565,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,565,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,565,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.22 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: * The reporting person holds 1,565,000 Class A ordinary shares. **Based on 30,000,000 Class A ordinary shares outstanding of the Issuer, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on June 16, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Republic Digital Acquisition Company
(b)	Address of issuer's principal executive offices: 149 5th Ave, 10th Floor, New York, NEW YORK 10010
Item 2.
(a)	Name of person filing: MMCAP International Inc. SPC MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108, Cayman Islands 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON M5J 2S1 Canada
(c)	Citizenship: Cayman Islands Ontario, Canada
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G7515A103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1,565,000
(b)	Percent of class: 5.22 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,565,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,565,000
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MMCAP International Inc. SPC

Signature:	/s/ Ulla Vestergaard
Name/Title:	Director
Date:	08/12/2025

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	President
Date:	08/12/2025