Republic pre-IPO notes (Bitget IPO Prime)
Summary
Ketju does not approve the Republic pre-IPO notes: preOPAI and preSPCX are sold under Regulation S to non-US investors only, and each is a debt of a Cayman company whose payment terms are unpublished. Republic International Cayman issues them as ”Contingent Payout Notes” whose payments track the stock of OpenAI and SpaceX. Bitget sells them through its IPO Prime platform to non-US users from $100. The holder is a creditor of the Cayman company, which owes a payment when the company lists or is sold, or at maturity. The holder has no claim on any share. Republic has not published the Global Security, the only document that sets the payment, and the issuer publishes no accounts. Bitget describes what the issuer holds to meet the debt only as ”equity or related rights” held with ”partners.” Bitget, as calculation agent, makes adjustments that are ”completely binding.” The issuer can freeze the token or move it out of any wallet.
- Republic or Bitget publishes the Global Security and subscription agreement, including the fallback payment and any cap
- The issuer names what it holds for each note (shares, a forward, an SPV interest) and a third party attests to it
- The freeze authority or permanent delegate is used against a holder, or a transfer hook is installed
- OpenAI states that the structure behind preOPAI holds no valid interest, or preOPAI trades far from any OpenAI reference price
- Bitget converts preSPCX after the SpaceX lock-up, or delays the conversion
- The notes open to US persons, or a US filing covers them
Ketju checks this memo every night and opens a review if its venues or files show a warning or a cited document changes. The first confirmation is due 2026-12-23.
Research
Issuer
Three primary sources name the same issuer. The on-chain metadata of both Solana mints says the token ”is issued by Republic International Cayman and represents an on-chain format of an underlying debt security.” Bitget’s IPO Prime FAQ says preSPAX, the first note, ”is issued by Republic International Cayman.” CoinGecko links a Notice of Adjustment dated 26 May 2026 as the preSPCX whitepaper. It is signed by ”REPUBLIC INTERNATIONAL CAYMAN As Issuer” and by Bitget, whose legal name is given as BTG Technology Holdings Limited, ”As Calculation Agent and Fiscal and Paying Agent.” No source gives a company number or a suffix such as Ltd or SEZC.
The Cayman notes are separate from Republic’s US program. RepublicX LLC, a Delaware company, sells ”Mirror Tokens” to US accredited investors under Rule 506(c). Its Form D/A of 11 December 2025 reports $585,205 sold to 199 investors with a $50 minimum. The Cayman notes have no EDGAR filing, which is consistent with an offshore offering. Bitget says it ”acts as a distribution platform only and is not the issuer.” Bitget also computes what the notes pay and handles the payments.
Holder’s rights
Every buyer confirms: ”I understand that I am purchasing tokenized interests in Contingent Payout Notes … a debt security (i.e., payment obligation) issued by Republic International Cayman.” The notes ”represent the right to receive payments which will be tied to the performance of the common stock of SpaceX, but are not themselves common shares in, or any equity ownership of, SpaceX.” The holder gets no vote, no dividends and no information rights. Bitget warns the buyer that ”Payment under this Product depends on the Issuer’s ability to perform its obligations.”
The payment has three triggers. Bitget’s guide says holders are paid on ”an IPO, acquisition, or 10-year maturity date.” After an IPO and its lock-up, ”the issuer will entrust Bitget to convert it into USDT or other tokens based on the market price of the underlying company’s stock.” If no qualifying event happens, ”fallback redemption provisions” in the subscription agreement apply. Republic has not published that agreement, so we cannot check the fallback amount or any cap on the payout.
The only statement on what the issuer holds is Bitget’s: ”The issuer and its partners hold equity or related rights in the underlying company through compliant channels.” ”Related rights” could mean a forward contract, an interest in an SPV, or a swap with a third party, and Bitget names none. For SpaceX this matters less now, because the payout references a listed price. For OpenAI it decides whether the note has value. OpenAI’s published policy lists ”tokenized interests in OpenAI equity or an SPV holding OpenAI equity” among the transactions it does not approve, and says an unapproved transfer ”is void.” OpenAI also says such a transfer ”will not be recognized and carry no economic value.” A note that pays on OpenAI’s stock is worth only what the issuer could lawfully acquire.
Calculation agent
Bitget, as calculation agent, has the final say on what the notes pay. The Notice of Adjustment quotes Section 7 of the Global Security: ”all calculations and adjustments made by the Calculation Agent are executed at its sole discretion and are conclusive for all purposes and completely binding on the holders.” Bitget first used this power to rename preSPAX preSPCX on 26 May 2026. Two days later Bitget split each preSPAX into five preSPCX, and no published document explains the ratio.
The supply on chain matches the sales. Bitget sold 94,000 preSPAX at $650. The preSPCX mint holds 474,750 tokens: 470,000 after the split, plus 4,750 we cannot account for. Bitget sold 29,082 preOPAI at $725, and the preOPAI mint holds exactly 29,082.00. DefiLlama prices preSPCX at about $148, close to SpaceX’s Nasdaq price, so traders price the note as a claim on the listed share at conversion.
Eligibility and withdrawals
Bitget’s academy page says IPO Prime is ”Structured under Regulation S for non-US investors” and asks buyers to ”verify your non-US investor status.” Its FAQ says ”Available for selected jurisdictions only,” with no list. Buyers pass Bitget’s identity check, and Bitget excludes sub-accounts and institutional accounts. The minimum commitment is $100 in USDT or USDGO, and caps rise with Bitget VIP tier. Bitget states no accreditation test.
The two notes now stand in different places. SpaceX listed on Nasdaq on 12 June 2026, so preSPCX holders wait for a conversion into USDT or stock tokens about six months after the IPO. OpenAI is private. A holder can sell on Bitget, where preOPAI trades on spot and preSPCX moved from the OTC desk to spot after the split, or wait for conversion. The tokens stay on Bitget in practice. On 23 September one wallet held 99.6% of the preOPAI supply and three quarters of preSPCX. No published term says whether a holder may withdraw to an outside wallet.
Who controls it
Both mints are Token-2022 tokens with two decimals. On preOPAI, one account (D4zEFoFm…) is the mint authority, freeze authority and permanent delegate. An upgradeable program (4X79YRjz…) owns that account. On preSPCX a sibling account (G5a1cFJX…) holds the same three powers. The freeze authority can stop any holder’s account. The permanent delegate can move or burn any holder’s tokens without the holder signing. Both mints also carry a transfer-hook extension with no hook installed today. Its authority is a plain wallet (Dqn8ZHs9…) that can install one, which would let the issuer screen every transfer.
The published terms say nothing of these powers. The only stated power over holders is the calculation agent’s binding discretion. We could not tie program 4X79YRjz… to a named Republic token standard, so we do not know who can instruct it.
Comparison
Three programs sell tokens on the same companies, and their terms differ. PreStocks, also on Solana, names no issuer at all and says its tokens give ”no legal, equitable, or contractual right” to anything. RepublicX’s Mirror Tokens are a US Reg D note with a Form D on file, sold to accredited investors. The Cayman notes have a named issuer and a stated debt, but no published terms and no filing. Of the three, only the Mirror Token offering has a document that an examiner could read.
Sources
Each claim above comes from one of these sources. Where Ketju could not verify a number, the memo states that.
- Bitget: IPO Prime User Confirmation and Notice of Adjustment (Republic International Cayman as Issuer; Bitget as Calculation Agent), 26 May 2026 · primary · accessed 2026-09-23
Supports: Contingent Payout Notes, debt security of Republic International Cayman, no equity rights, issuer credit risk, Section 7 binding adjustments, preSPAX renamed preSPCX - Bitget: IPO Prime FAQs (18 April 2026) · primary · accessed 2026-09-23
Supports: issued by Republic International Cayman, conversion after lock-up, fallback redemption, equity or related rights, distributor only, selected jurisdictions - Bitget Academy: What Is Republic IPO Prime and the OpenAI Pre-IPO Token · primary · accessed 2026-09-23
Supports: Regulation S, $100 minimum, IPO, acquisition or 10-year maturity - Bitget: preOPAI IPO Prime sale terms · primary · accessed 2026-09-23
Supports: $725 per token, 29,082 tokens - Bitget: preSPAX IPO Prime sale terms · primary · accessed 2026-09-23
Supports: $650 per token, 94,000 tokens - Bitget: preSPAX token split and rebranding to preSPCX (28 May 2026) · primary · accessed 2026-09-23
Supports: 1:5 split - preOPAI token metadata (Arweave, linked from the Solana mint) · primary · accessed 2026-09-23
Supports: issued by Republic International Cayman - SEC EDGAR: RepublicX LLC Form D/A (11 December 2025) · primary · accessed 2026-09-23
Supports: Mirror Tokens: Delaware, Rule 506(c), $585,205 sold, 199 investors - OpenAI: Unauthorized OpenAI Equity Transactions (16 July 2025), Wayback copy of 23 September 2026 · primary · accessed 2026-09-23
Supports: tokenized interests in OpenAI equity or an SPV, unapproved transfers void - CoinDesk: Bitget brings pre-IPO tokens to masses starting with SpaceX on Solana (21 April 2026) · secondary · accessed 2026-09-23
Supports: IPO Prime launch
The asset and the chain
This memo covers the protocol. A position also holds an asset and settles on a chain. Whichever of the three holds the most power over the position decides who can freeze it. These tables describe control and do not judge quality.
| Chain | Verdict | Freeze | What it can do |
|---|---|---|---|
| Solana | Approved with limits | Governed, no freeze | no admin key can seize funds, but stake is concentrating and the Nakamoto coefficient is below 25. |