RIADeFiPublished by Ketju Research
Research files · tokenized RWA

Ketju research: Republic pre-IPO notes (Bitget IPO Prime)

Adverse research assessmentPublished by Ketju Research

This file describes the economic claim, control, loss, and exit evidence. Firm-shelf policy is a separate conclusion; client action and amount belong to the advisor. Not investment, legal, tax, or compliance advice.

Research summary

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.

Observable review triggers

  • 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

Facts on file

Research assessment
Adverse
Client selection
Not considered
Exposure
tokenized RWA
Chains examined
Solana
Instruments
PREOPAI, PRESPCX
Reviewed
Next review

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