RepublicX rSPAX Mirror Note reflecting the performance of SpaceX, the world satellite and launch leader
Business overview
| Location | Delaware, United States |
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| Social media |
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| Website | europe.republic.com/ |
| Sectors | Finance & Payments Mixed Digital/Non-Digital Mixed B2B/B2C |
| Company number | 10232987 |
| Incorporation date | 18 Jun 2025 |
Business highlights
- An unsecured debt security issued by RepublicX LLC
- The first offering in Republic's new Mirror Notes program
- Giving investors access to the performance of SpaceX
- Please read the full campaign before investing
Learn more about debt campaigns.
Pitch
RepublicX’s Mirror Notes gives UK retail investors access to economic exposure in select private companies. Our first offering in Republic's new Mirror Notes program is rSPAX, allowing investors to invest in a product reflecting the performance of Space Exploration Technologies Corp. ('SpaceX'), the world’s satellite and launch leader.
Mirror Notes are an unsecured debt instrument issued by RepublicX LLC (“RepublicX”) that are designed to mirror the economic outcome of investing in SpaceX, giving you the chance to participate in the potential economic upside (or downside) of SpaceX, without making a direct equity investment in SpaceX. This campaign gives you the opportunity invest in a Mirror Note for SpaceX ('rSPAX Mirror Note').
Please see the Key Information and FAQ tabs for further details.
SpaceX designs, manufactures and launches rockets and spacecraft. The company has developed a fleet of reusable rockets, including Falcon 9, which SpaceX claims is the first orbital class rocket capable of re-flight and Falcon Heavy, its super heavy lift rocket. SpaceX's mission is to create fully reusable launch vehicles capable of carrying humans to Mars and other destinations in the solar system. Additionally, SpaceX has developed StarLink, a satellite internet service created with thousands of small satellites in low Earth orbit.
All of the information relating to SpaceX contained in this pitch has been taken from publicly available information. Republic Europe has not verified any of the information set out in this pitch, and all investors must complete their own due diligence prior to making an investment decision.
The value of the rSPAX Note is intended to mirror the performance of SpaceX shares based on the latest reliable valuation. In the case of a qualifying liquidity event, such as IPO, direct listing, or acquisition, rSPAX Mirror Note holders receive a payout that reflects any change in value of SpaceX’s common shares since the purchase date. Full details on payouts can be found in the ‘Key Information’ tab under the heading ‘Redemption Events’.
If no acquisition, IPO, or dissolution happens within 10 years of your investment, you would receive a proportional payout based on the per-share value of SpaceX common shares at that time.
No payout of any amount, including your principal investment amount, is guaranteed. You do not receive equity, voting rights, or ownership in SpaceX by investing in this offering.
You bear credit risk to RepublicX and OpenDeal Inc. and market risk from the reference value. There is no capital protection, and you may lose some or all of your investment.
Tokens may be offered to investors at RepublicX’s discretion no earlier than 12 months following this campaign. If tokens are offered, receiving tokens will be optional for investors.
This campaign is part of a global funding raise across the Republic global platforms. Any investment raised in USD on the Republic US platform will be reflected in the Republic Europe campaign at the exchange rate of $1 = £0.7323. This is based on the Bank of England exchange rate as at 16th September 2025.
Key Information
New Type of Offering
Given that this product differs from most campaigns on the Republic Europe platform, we urge all investors to read the information below and ensure you understand the terms in full before making your investment.
Distribution of Mirror Notes
For each £10 invested, you will receive 10 rSPAX Mirror Notes.
Redemption Events
The rSPAX Mirror Note will be redeemed on the earliest of the following events:
- IPO or listing on a US primary exchange
- An asset sale, a sale of the majority of the share capital (a change of control) in SpaceX, or the winding up of SpaceX.
- Winding up of RepublicX
Together, the ‘Liquidity Events’. There is no guarantee of returns or that a Liquidity Event will occur.
If none of the Liquidity Events take place, then the rSPAX Mirror Note will be redeemed at the maturity date - this will be 10 years from the date of entry into the Mirror Note investment documentation by Republic Europe (the ‘Maturity Date’). This will happen after the campaign closes and is subject to the terms of the Keepwell Agreement (see below).
The redemption amount payable on a Liquidity Event or on the Maturity Date is calculated by comparing the per-share value of SpaceX at the time with the current estimated per-share value, i.e the Reference Price as set out in the FAQ section (the ‘Redemption Price’). This will then be applied to your investment amount. Please note that no current, reliable, or audited valuation of the equity securities of SpaceX is publicly available.
The Redemption Price is calculated as follows:
1. On an IPO or direct listing of SpaceX on a US primary exchange, the Redemption Price will be the public closing price (measured after the typical lock-up period of 180 calendar days).
2. On an asset sale, a sale of the majority of the share capital (a change of control) in SpaceX, the winding up of SpaceX, or certain other transactions resulting in a public listing or monetisation of its equity interests, the Redemption Price will be the fair market value as of the date of such change of control or asset sale obtained from public disclosure (if available in an US Securities and Exchange Commission filing or failing that a SpaceX official press release in relation to the Redemption Event) or, if not publicly disclosed, obtained from an independent valuer.
3. On the winding up of RepublicX, the Redemption Price will be paid out where there are distributable proceeds, investors will be repaid their principal investment amount pro rata alongside other unsecured creditors in RepublicX.
4. On the Maturity Date, the Redemption Price will be the fair market value obtained from an independent valuer.
If there is an event of default under the Mirror Note which includes:
- Where RepublicX does not pay the Redemption Price within the timeframe set out in the Form of Note document (see Documents tab);
- If winding up proceedings are initiated by or brought against RepublicX and it is not resolved within 60 days; or
- There is a material breach under the rSPAX Mirror Note agreements that is not resolved within 30 days.
Then, your principal investment amount becomes repayable at the option of Republic Europe.
Republic Europe will act as nominee in relation to the investment under this rSPAX Mirror Note. As such, it will handle all the administration relating to the rSPAX Mirror Note, including ensuring the Redemption Price is paid when it becomes due. You do not need to take any action.
Tax
The tax treatment of the rSPAX Mirror Notes depends on your individual circumstances and may change. Further, amounts paid to you may be subject to withholding or other taxes (for example, US withholding tax). We do not provide tax advice. You should seek independent tax advice before investing.
Keepwell Agreement
OpenDeal Inc.(‘ODI’) has agreed under a Keepwell Agreement dated 11 August 2025 to make funds available to RepublicX should RepublicX require them to satisfy its obligations under the rSPAX Mirror Notes. To help ODI do this, they will seek to secure exposure to SpaceX common shares. If they cannot do this within 60 days of this campaign closing, RepublicX has a right to cancel the campaign.
General disclosures
rSPAX Mirror Notes are unsecured, unlisted debt instruments issued by RepublicX, a US entity within the Republic group. RepublicX are not authorised or regulated by the UK Financial Conduct Authority and are not covered by the Financial Services Compensation Scheme or the Financial Ombudsman Service.
rSPAX Mirror Notes are not issued by, sponsored by, or affiliated with SpaceX. SpaceX has not reviewed, endorsed, or participated in this offering in any capacity.
This product does not confer equity or ownership in SpaceX. Purchasing a rSPAX Mirror Note does not grant any legal or beneficial interest in SpaceX or its shares, nor any rights in respect of SpaceX, including voting rights, dividend entitlements, or access to company information.
rSPAX Mirror Notes are not traded on any public exchange. A secondary market may not exist, and transfers are restricted and permitted only in limited circumstances at the discretion of the Republic group.
Past performance is not a reliable indicator of future results. Any valuations, projections, or targets are speculative and not guaranteed.
This investment campaign is for informational purposes only and does not constitute investment, legal, or tax advice. You should seek independent professional advice before investing.
rSPAX Mirror Notes are available only to UK retail investors who meet Republic Europe’s categorisation and suitability criteria.
FAQ
Am I investing directly into SpaceX?
No. Neither you nor RepublicX is investing directly in the shares of any private company. rSPAX Mirror Notes are not issued by, affiliated with, approved by, or endorsed by the target companies in any way. You’re participating in a debt instrument issued by RepublicX that is intended to mirror the reference company’s performance.
You have no right to equity in SpaceX, RepublicX, or Republic by virtue of investing in any offering. You will, however, be participating in the economic performance of SpaceX. Owning a rSPAX Mirror Note does not entitle you to any equity voting information, inspection, or other rights with respect to SpaceX. You will not receive dividends or other distributions from SpaceX and will have no rights to vote or influence SpaceX’s management and must rely solely on public information, which may be limited, incomplete, or stale.
What is the Reference Price and how is it determined?
The Reference Price for this rSPAX Mirror Note offering is £201.38 (taking into account costs related to the Mirror Note) based on applying an exchange rate of $1 USD = £0.7323 GBP (being the Bank of England exchange rate as of 16th September 2025), on a per-share price of $275.
The Reference Price functions, in part, as the basis for how much an investor gets paid, if at all, at the 10 year maturity or at a qualifying event for SpaceX - like an acquisition, IPO, or company dissolution. For example, if the value of each common share of SpaceX at the 10 year maturity, or at a qualifying event, is higher than the Reference Price, the investor would be owed a payout proportionally larger than their original investment amount. If the aforementioned value were lower than the Reference Price, the investor would be owed a payout proportionally smaller than their original investment amount or would not be owed any payout at all. Please review the information and documents contained in the ‘Key information’ and ‘Documents’ section of the campaigns to understand the terms for potential payouts.
The Reference Price is not, and is not intended to be, a precise fair market value of SpaceX common stock at the time of the offering.
How do I get paid back?
When a liquidity event occurs (details of what constitutes a liquidity event is set out in the ‘Key Information’ tab), you will receive a payout based on the change in value from the Reference Price compared to the value of common shares of SpaceX. This change in value will then be applied to your investment amount. If SpaceX has increased in value, your return will reflect that performance.
As the rSPAX Mirror Notes track the value of common shares on a price per share basis, their return may be reduced if SpaceX issues additional shares or equity-linked securities, which could dilute the value of each share.
For further FAQs, please refer to this page: https://europe.republic.com/insights/investing-...
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