Republic pre-IPO notes (Bitget IPO Prime)
Research, firm shelf, model-client eligibility, and advisor selection are recorded separately. The scheduled date is the outside bound; new evidence can reopen the file sooner.
preOPAI and preSPCX are debt notes, not shares. Republic International Cayman issues them as ”Contingent Payout Notes” whose payments track the stock of OpenAI and SpaceX, and Bitget sells them through its IPO Prime platform to non-US users from $100. The holder is a creditor of a Cayman company that owes a payment when the company lists or is sold, or at maturity; the holder has no claim on any share, and the only document that sets the payment, the Global Security, has not been published. What the issuer holds to meet that debt is described only as ”equity or related rights” held with ”partners.” The two notes now stand in different places. SpaceX listed on Nasdaq on 12 June 2026, so preSPCX waits for a conversion into USDT or stock tokens about six months after the IPO. OpenAI is private and says any transfer of its equity without its consent ”is void” and ”will not be recognized and carry no economic value”; a note that pays on OpenAI’s stock is only as good as whatever the issuer could lawfully acquire. For a US advisor’s client the answer is no. The notes are sold under Regulation S to non-US investors only. Even abroad, the holder takes the credit of an issuer with no published accounts, terms it cannot read, a calculation agent whose adjustments are ”completely binding,” and a token whose issuer can freeze it 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
The research file
Who issues the notes
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.” And a Notice of Adjustment dated 26 May 2026, which CoinGecko links as the preSPCX whitepaper, 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.
This is not 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 fits an offshore offering. Bitget says it ”acts as a distribution platform only and is not the issuer,” yet it also computes what the notes pay and handles the payments.
What a holder owns
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, and is warned 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; that agreement is not public, so neither the fallback amount nor any cap on the payout can be checked.
On what the issuer holds, the only statement is Bitget’s: ”The issuer and its partners hold equity or related rights in the underlying company through compliant channels.” ”Related rights” covers a forward contract, an interest in an SPV, or a swap with a third party. None is named. For SpaceX the question now matters less, because the payout references a listed price. For OpenAI it is the whole question: 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.”
The calculation agent and the SpaceX split
The notes give Bitget, as calculation agent, the last word. 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.” Its first use renamed preSPAX to preSPCX on 26 May 2026. Two days later Bitget split each preSPAX into five preSPCX; no published document explains the ratio.
The numbers on chain agree. Bitget sold 94,000 preSPAX at $650; the preSPCX mint holds 474,750 tokens, which is 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 the market treats the note as a claim on the listed share at conversion.
Who may hold, and how a holder gets out
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; sub-accounts and institutional accounts are excluded. The minimum commitment is $100 in USDT or USDGO, and caps rise with Bitget VIP tier. No accreditation test is stated.
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. In practice the tokens do not leave Bitget: on 23 September one wallet held 99.6% of the preOPAI supply and three quarters of preSPCX, and no published term says whether a holder may withdraw to an outside wallet.
Control on chain
Both mints are Token-2022 tokens with two decimals. On preOPAI the mint authority, freeze authority and permanent delegate are one account (D4zEFoFm…) owned by an upgradeable program (4X79YRjz…); 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 who can instruct it is unknown.
Against PreStocks and Mirror Tokens
The same companies trade as tokens through three programs, and they are not the same thing. 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 sit between: a named issuer and a stated debt, but no published terms and no filing. Among the three, only the Mirror Token offering has a document an examiner could read.
Sources
The claims above trace to these. Where a number could not be independently verified, the thesis says so.
- 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
Inherited controls
The research above describes the protocol layer. Every position also inherits the asset it holds and the chain it settles on. The most administered layer sets the position’s effective control grade; that is a control description, not a quality or suitability score.
| Chain | Verdict | Grade | Control constraint |
|---|---|---|---|
| Solana | Favorable with conditions | crypto-backed | no admin key can seize funds, but stake concentration and a sub-25 Nakamoto coefficient are the standing watch items. |