Republic: Platform Profile

Republic is no longer just a Regulation Crowdfunding website.

It launched in 2016 with startup crowdfunding, but the current Republic ecosystem spans several forms of private investing:

• Regulation Crowdfunding offerings open to eligible non-accredited and accredited investors;
• Regulation A offerings;
• accredited-investor Regulation D opportunities;
• later-stage private-company opportunities;
• special-purpose investment vehicles;
• tokenized securities and digital-asset infrastructure;
• limited secondary-market functionality.

That breadth creates a regulatory distinction that matters throughout the review: Republic is a brand used across multiple legal entities.

The crowdfunding portal, broker-dealer, investment-adviser businesses, technology companies and token-related entities should not be treated as one interchangeable firm.

May fit better for

• investors who want startup access at relatively low minimums;
• non-accredited investors seeking eligible Reg CF offerings;
• accredited investors who also want later-stage/private-market deals;
• investors comfortable reading offering documents;
• investors able to hold speculative private securities for years.

May fit less well for

• investors requiring daily liquidity;
• investors who expect public-company disclosure;
• investors who assume every Republic deal is available to everyone;
• investors who want a traditional diversified brokerage account;
• investors unable to tolerate total loss.

Republic launched in 2016

Republic states that it launched in July 2016 with four Regulation Crowdfunding offerings.

The platform has since expanded well beyond its original retail-crowdfunding format.

Republic is an ecosystem, not one regulated entity

OpenDeal Portal LLC

Republic's Regulation Crowdfunding portal is OpenDeal Portal LLC, doing business as Republic, CRD 283874. It is an SEC-registered funding portal and FINRA member, and it is not a broker-dealer.

A funding portal is not the same as a full broker-dealer.

OpenDeal Broker LLC

Republic's broker-dealer affiliate is OpenDeal Broker LLC, CRD 291387, SEC file number 8-70055, a FINRA member and SIPC member.

OpenDeal Broker supports applicable Regulation A+, Regulation D and Regulation S offerings.

It has also operated under names including Capital R / Republic Securities.

Republic Deal Room Advisor LLC

Republic's Deal Room can involve Republic Deal Room Advisor LLC, an exempt reporting adviser, together with other Republic affiliates.

Republic Capital Adviser LLC

Republic's broader ecosystem also includes an SEC-registered investment adviser serving applicable investment vehicles.

Regulation Crowdfunding

Reg CF remains Republic's core mass-market product.

It allows eligible private companies to raise capital from both accredited and non-accredited investors.

Investors can encounter securities including:

• common stock;
• preferred stock;
• debt;
• convertible securities;
• Crowd SAFEs;
• other issuer-specific instruments.

Offering documents control the actual security.

Crowd SAFE does not mean immediate stock ownership

Republic commonly uses the Crowd SAFE structure in startup offerings.

A Crowd SAFE is not ordinary stock at the time of purchase.

It is a contract that can convert into equity or produce other economic rights if specified future events occur.

Important variables can include:

• valuation cap;
• discount;
• qualifying financing;
• liquidity event;
• dissolution;
• conversion mechanics.

Minimum investment

Republic allows issuers to set their own minimum.

Current Republic education references a low-end permitted setting of $10, with a typical minimum range of $25–$250. There is no universal platform minimum.

A particular campaign can require more.

The $10 figure is the platform's low-end permitted issuer setting, not the standard minimum for every offering.

Investor administrative fee

Republic currently charges an investor administrative fee on most applicable commitments.

The typical current fee is 2.5% of the investment, with a $5 minimum and a $250 maximum, and it is offering-specific.

The fee can vary by offering.

Republic fee math

$100 investment

2.5% of $100:

$100 × 2.5% = $2.50

Because the minimum fee is $5:

fee = $5

Effective fee relative to the investment:

$5 ÷ $100 = 5%

$1,000 investment

$1,000 × 2.5% = $25

Effective fee:

2.5%

$10,000 investment

Raw percentage fee:

$250

This reaches the current maximum cap.

$25,000 investment

2.5% would mathematically equal $625, but the fee cap limits the typical fee to:

$250

Effective fee:

$250 ÷ $25,000 = 1%

These examples show why a minimum/cap fee schedule does not impose the same effective percentage at every investment size.

Issuer-side economics matter too

For most Reg CF offerings, Republic currently states that it generally receives from the issuer a cash commission of about 7% of the amount raised plus securities compensation of about 2% of the securities offered.

These are issuer-side economics rather than an extra 9% checkout fee paid directly by the investor.

They still matter because financing costs reduce the capital ultimately available to the company.

Offering documents control the actual arrangement.

Reg CF investment limits

Accredited investors currently have no Reg CF annual investment cap under the applicable Republic guidance.

Non-accredited investors remain subject to statutory annual limits across all Reg CF investments, not just Republic.

Current Republic guidance uses a $2,500 formula floor and a $124,000 threshold reference.

The calculation depends on annual income and net worth.

It is part of the federal annual-limit formula.

Regulation A

Republic also hosts applicable Regulation A/A+ offerings.

Reg A can permit participation by non-accredited investors subject to applicable investment limits.

Reg A differs from Reg CF in:

• offering-size rules;
• SEC qualification;
• disclosure requirements;
• resale treatment;
• investor-limit mechanics.

Deal Room

Republic's Deal Room is a separate accredited-investor area, requiring accredited-investor status and focused on Regulation D.

Current Deal Room opportunities can involve:

• later-stage startups;
• private companies;
• SPVs;
• fund interests;
• other private securities.

These opportunities can be facilitated through different Republic regulated affiliates.

Minimums, management fees and carried interest are deal-specific.

Pre-IPO and private-company access

Republic's accredited platform can provide access to later-stage private companies.

That does not mean investors necessarily acquire direct cap-table stock.

Structures can include:

• fund interests;
• SPVs;
• notes;
• tokenized securities;
• direct or indirect economic interests.

Read the offering document before describing ownership.

Republic secondary market

Republic provides limited secondary-market functionality for eligible assets.

Current functionality can allow eligible holders to request to sell certain Republic-originated assets and allows verified buyers to participate in supported secondary opportunities.

This is not a public stock exchange. Secondary functionality is available for eligible assets only; liquidity is not guaranteed and not all Republic assets are eligible.

A seller may fail to find a buyer.

Transfer restrictions can remain.

Republic Note

Republic Note is a separate Republic-linked investment product.

It is a tokenized, dividend-oriented security tied to economics from portions of Republic's venture ecosystem.

Current Republic Note materials describe:

• tokenized ownership;
• dividend pool mechanics;
• stablecoin dividend distributions;
• secondary trading capability on supported infrastructure.

Republic Note should be presented as one product within the broader Republic ecosystem, not as the structure of ordinary Reg CF investments.

International reach

Republic supports investors and private-market activity across multiple countries and regulatory structures.

Eligibility remains:

• offering-specific;
• jurisdiction-specific;
• regulation-specific.

Disclosure quality

Private issuers provide materially less standardized information than public companies.

Reg CF issuers must provide Form C disclosures, but those disclosures are not equivalent to the continuing reporting regime of an NYSE- or Nasdaq-listed operating company.

Important areas for review include:

• capitalization;
• security type;
• valuation;
• revenue;
• cash burn;
• debt;
• related-party transactions;
• dilution;
• conversion terms;
• use of proceeds.

A polished Republic campaign page is not a substitute for the filed offering documents.

Liquidity

Startup securities should generally be treated as illiquid.

Possible future exits include:

• acquisition;
• IPO;
• issuer repurchase;
• tender;
• eligible secondary sale;
• conversion/liquidity event.

None is guaranteed.

A successful fundraising round does not establish a future market for the security.

Investor protection

OpenDeal Portal Reg CF

Funding-portal registration and FINRA membership do not insure the investment.

OpenDeal Broker transactions

OpenDeal Broker is a SIPC-member broker-dealer.

SIPC does not protect investors against:

• startup failure;
• lower valuations;
• issuer default;
• inability to sell;
• ordinary investment loss.

Private-company securities

Not FDIC insured.

No government agency guarantees the issuer's success.

Assessment

Republic's strongest feature is breadth.

A non-accredited investor can participate in eligible startup crowdfunding, while an accredited investor can move into later-stage and private-market structures inside the broader Republic ecosystem.

That breadth also makes Republic easy to oversimplify.

The correct question is not just "What does Republic charge?"

It is "Which Republic entity is handling this particular security, under which exemption, with what ownership structure, fees and resale restrictions?"

For small Reg CF investments, the $5 minimum admin fee can materially increase effective cost. For larger investments, the $250 cap makes the percentage smaller.

The bigger risk remains the investment itself. Early-stage securities can remain illiquid for years and can become worthless.