A. Republic Capital is a Delaware limited liability company and successor to its immediate
parent company, Republic Maximal LLC (“Republic Maximal”), a Delaware limited
liability company registered with the SEC until it was succeeded by Republic Capital on
or about January 3, 2022 and formally withdrew its SEC-registration on or about March
28, 2022. Republic Maximal was organized in 2019 with its principal place of business
located in New York, NY and did business under the “Republic Capital” and “Republic
Labs” names until succeeded by Republic Capital. As a wholly owned subsidiary of
Republic Maximal, itself a wholly owned subsidiary of OpenDeal Inc. dba Republic
(“Republic Parent”), Republic Capital is a subsidiary of Republic Parent. Republic
Capital is affiliated with Republic Capital GP LLC, Arsenal+ Fund I GP LLC, Arsenal+
Fund II GP LLC, Republic Crypto GP, LLC and R/Capital Venture Fund I GP LLC via its
status as a subsidiary of Republic Maximal.
B. Republic Capital serves as an investment adviser to pooled investment funds, generally in
the form of special purpose vehicles (“SPVs”) and multi-asset pooled investment vehicles
(together with the SPVs, the “Funds”), providing discretionary investment management
and related services pursuant to an investment advisory contract. Therefore, Republic
Capital’s clients are exclusively the Funds and not any individual or beneficial owner of a
Fund. The Funds exclusively rely on private placements for their capitalization. Further,
Funds generally rely on an exemption from registration under the Investment Company
Act of 1940, as amended (the “Investment Company Act”), pursuant to either Section
3(c)(1) or 3(c)(7) of the Investment Company Act. SPVs are established to invest in a
single portfolio company or asset. The multi-asset Funds may invest directly in portfolio
assets from a third-party issuer, via other SPVs or through vehicles managed by third
parties. The general partners, managers or equivalent of each Fund advised by Republic
Capital are controlled either directly or indirectly by Republic Capital or its affiliates.
Republic Capital seeks to invest in technology companies or projects across fintech, deep
tech, web3, blockchain, enterprise and digital assets that address untapped market
opportunities and are attempting to transform industries through innovation.
C. Republic Capital manages the assets of the Funds in accordance with the applicable limited
partnership agreements and other relevant operating and advisory agreements, which may
include side letters (together with other governing documents and disclosure
memorandum,
the “Operative Documents”). In general, Republic Capital has total
discretion into the investment objectives and criteria of the Funds. Certain Funds managed
by Republic Capital are SPVs in which the Firm has discretion solely over the liquidation
of assets or with respect to limited voting matters as the Funds’ formation was associated
with the acquisition of one portfolio asset to be held until liquidation.
Republic Capital or an affiliate thereof has the authority and discretion to instruct the Fund
to waive, alter or otherwise modify many of the requirements or rights generally applicable
to limited partners of the Funds. For example, the general partners of the Funds have, with
respect to certain limited partners, waived entirely, deferred and/or altered the
management fee or Carried Interest; waived the minimum investment amount; granted co-
investment rights and altered, waived or offset co-investment fees or related entity
expenses; and offered additional or specialized reporting or information about the
applicable Fund or co-investment entities. These waivers or modifications are made
pursuant to separate written agreements (“side letters”) between the Funds and the limited
partners involved or through structuring of parallel or co-investment special purpose
vehicles. Republic Capital or an affiliate enters into these side letters when it believes that
doing so does not otherwise contravene applicable laws and regulations and Republic
Capital’s responsibilities as a fiduciary to the Funds.
Please see Item 8 (Methods of Analysis and Investment Strategies and Risk of Loss) for
further details.
Discussions of the Funds in this Brochure, including but not limited to their investments,
the strategies used in managing the Funds, the fees and other costs associated with an
investment in the Funds, and conflicts of interest faced by Republic Capital and its affiliates
in connection with management of the Funds, are summaries intended only to provide
required information on our business and practices to our advisory clients, the Funds. These
discussions are not intended for use in evaluating an investment in a Fund. Participants and
prospective participants in a Fund should read the respective Fund’s Operative Documents
for additional information on these matters.
D. Republic Capital does not participate in any wrap fee programs.
E. As of December 31, 2023, Republic Capital managed approximately $690,696,641 in
regulatory assets under management on a discretionary basis. Republic Capital does not
currently manage any assets on a non-discretionary basis.