Republic Real Estate Review (2026): What Its SEC Filings Show

Republic is three entities, and the portal is no longer OpenDeal Inc.

Pages about Republic often name OpenDeal Inc. as the funding portal. That was true until 2018. The SEC filings split the business into three licensed pieces, and which one sells you a deal depends on the exemption the deal uses.

The 2018 portal form states the hand-over in the portal's own words: “the funding portal operations and license will shift from OpenDeal Inc., to its wholly owned subsidiary, OpenDeal Portal LLC.” That is why Form C filings from 2016 to 2018 name OpenDeal Inc. and later ones name OpenDeal Portal LLC. The Republic site now says that “All related securities activity is conducted by OpenDeal Broker LLC a registered broker-dealer, Member of FINRA and SiPC”, an affiliate of the parent and the portal. The portal form says the portal “may charge commissions and other fees payable in cash and/or securities of an issuer”, and names BitGo Trust Company Inc. in the investor-funds section.

We found no SEC or FINRA enforcement action against any of the three in these records: BrokerCheck shows an empty disclosure list for both broker-dealer records, and the portal's form answers N to all 28 criminal, regulatory, civil and financial questions. Those answers are the portal's own, and a web search for an order against OpenDeal Inc., OpenDeal Portal LLC or OpenDeal Broker LLC returned none. That is a statement about what we found, not a certificate.

Three ways to buy real estate on Republic

The money you can put in, and who may, depends on the route. Republic's real-estate page (October 10, 2026) lists 53 offerings: 43 under Reg CF through the portal, 8 under Reg A+ and 2 under Reg D, of which 51 are marked FUNDED, one is accepting reservations (Mintworks) and one is open (Atari Hotels, Reg A+). The page is the company's own claim.

For the $100 to $5,000 reader the Reg CF route is the one that fits, and the federal limit matters. Under 17 CFR 227.100(a)(2) (ecfr.gov, read October 10, 2026) a non-accredited investor may buy across all issuers in 12 months no more than “The greater of $2,500, or 5 percent of the greater of the investor's annual income or net worth, if either the investor's annual income or net worth is less than $124,000”. A person whose larger figure is $100,000 can invest at most $5,000 in a year (our arithmetic from that rule). If both income and net worth are $124,000 or more, the limit is 10 percent of the greater figure, capped at $124,000. Each issuer is capped at $5,000,000 in 12 months under paragraph (a)(1). Our reading: those caps are per investor across Republic and every other portal, not per deal.

834 Form Cs since 2016, and how few are real estate

We searched EDGAR full text for filings naming OpenDeal Portal LLC or OpenDeal Inc., downloaded the XML of every Form C, C/A, C-U, C-AR and C-TR of those issuers (3,866 filings, 746 issuers), and kept the initial Form Cs whose intermediary field names OpenDeal. The count by filing year:

The maximums are what issuers were allowed to raise, not what they raised; many raises stopped far short. The real-estate column is our classification: we counted an issuer when its Form C or Republic's page shows it was formed to own, develop, finance or tokenize property, and left out proptech and hospitality companies whose Form C sells equity in an operating business (for example Rentberry, Janover Ventures and SimpleShowing, which Republic's page also files under real estate). By that rule 19 initial Form Cs, 2.3% of the 834 (our arithmetic), come from 11 issuers, and the newest was filed on March 21, 2024. Another reader's line could differ, which is why the CSV lists each one.

What the portal charges, as the Form C states it

Every Form C has a field for the intermediary's pay. The wording changed over time, and the 19 real-estate filings sit apart from the rest.

A filing can mention more than one rate (a tiered formula, for example), so the columns do not add to the total; the counts are our keyword counts of the compensation field. In the 19 real-estate filings (our counts): 12 state a 4% cash fee, 5 state a flat 6% (the five earliest, 2019 and 2020), one states 7% (United States Property Inc., 2024) and one a greater-of formula with 6% (Reental Holding Co, 2024). On top of cash, the intermediary takes securities: 12 of the 19 state 1% of the securities sold and 7 state 2%. The fee is paid by the issuer out of the raise, so it comes out of the money meant for the property; a Form C does not give an all-in cost to the investor beyond what the offering document says.

On Reg A+ the broker-dealer terms are in the issuer's annual report. Cityfunds I, LLC's Form 1-K for 2022 (filed May 3, 2023) says that for its Republic series offerings OpenDeal “will receive a cash commission equal to 4.0% of the value of the series interests sold” plus a non-cash commission of 1% of the interests, that Dalmore receives 25% of the 4% from OpenDeal, and that the company also pays non-accountable expenses “limited to one-half percent” of proceeds, ancillary fees not above $30,000, $5,000 per series for marketing if an OpenDeal affiliate is used and $2,500 for the escrow account.

The 16 real-estate raises that closed

Each row below is one Form C and the Form C-U that reported its result. “Committed” is the figure in the Form C-U, which in 12 of the 16 says that a final accounting has not taken place (the four that do not are three Compound series and Temple I); it is commitments, not cash received.

The sum is $5,046,319.83 (our sum). A 17th filing is a withdrawal: Profit Property USA 946 MLK LLC filed a Form C on November 20, 2019 for a $1,070,000 target and a Form C-W on December 23, 2019; the Form C states a $100 minimum purchase. The other pattern in the table is the split between property raises and the two 2024 tokenization raises, which closed at 4.8% and 16.4% of their maximum. For the $100 to $5,000 reader, the minimums in the Form C texts are small: $79 for Temple I, $250 for 7810 Boeing, $500 for Austin Flipsters and $500 for Cityfund (with a $5,000 maximum purchase), $200 for United States Property Inc. (maximum $124,000). Nothing in a Form C says whether an investor's money was ever fully invested or whether the property was bought.

What happened to the Reg A+ series: Compound Projects

The best-documented real-estate record is Compound Projects, LLC, which raised through both Reg CF and Reg A+. In its Form 1-K for 2020 (filed May 3, 2021) the manager's parent is described as “Republic Real Estate is majority owned by OpenDeal Inc. dba Republic.” In the 1-K for 2021, filed April 3, 2023, that parent is described as having “changed its name from Republic Compound LLC in December 2021” and as controlled by Compound's chief operating officer; the same report still says all officers are employees of Republic Real Estate. The 2020 report says the manager earns no fee from the series beyond reimbursed expenses, up to 2% of gross offering proceeds per series offering.

Three of four series therefore ended with a sale above cost and a dividend above the raise. The 1-K says “declared”, not paid, and it does not give the date investors were paid; the figures are before any cost an individual investor bore. #44 East is the other side of the record. The seller told the company in October 2021 that it was ending the contract and “refunded the $85,612 deposit we had made”; the report says the series had refunded investors $165,603 for 25,675 of its 30,398 interests by December 31, 2021, and does not say what became of the other $27,381 of the gross raise (our arithmetic). The company says it was winding down at year-end 2021, and on April 21, 2023 it filed a Form 1-Z, the exit report for a Reg A offering.

Cityfunds I, LLC, which first raised through Republic's portal in 2021, is a different story and has its own page: our Cityfunds review. Its Form 1-K for 2024, filed February 3, 2026, carries an auditor's paragraph of substantial doubt about continuing as a going concern. Our Cityfunds page calls it a joint venture with Republic; the Cityfunds annual reports we read do not use that word and describe OpenDeal as an additional broker-dealer engaged on August 22, 2022 for the Republic series offerings.

After the raise: which issuers still report

A Reg CF issuer promises, in its Form C, to file an annual report “no later than 120 days after the end of the Company's fiscal year” until it ends its duty. That is the only recurring document a retail investor gets for free, so we checked each real-estate issuer's EDGAR index for it on October 10, 2026.

“No later annual report found” is a statement about EDGAR on the date we looked. A company can end its duty without a Form C-TR in some cases, and we do not know the reason for any gap. What it means in practice is that for four of the 11, a reader cannot see from the SEC's database what became of the property after the raise.

The accredited-only REIT: Groma NAV REIT

Republic's page marks GromaREIT as a Capital R, Reg D 506(c) offering, accredited investors only. Groma NAV REIT, Inc. (a Maryland REIT, SIC 6798; its first Form D, signed November 8, 2021, was filed under the name Strata NAV REIT, Inc.) has filed six Forms D, and the most recent one names OpenDeal Broker LLC as the broker-dealer.

The sum sold rose 6.5 times from April 2022 to December 2025 (our arithmetic), with 115 investors, an average of $489,122 each (our arithmetic). The first Form D to name OpenDeal Broker LLC as the broker-dealer is the one filed April 21, 2025. Two oddities for a careful reader: the sales-commission box shows $32,550,000 on all six forms, including the first, when only $1,000,000 had been sold, and the form does not explain it; and Groma's separate Form C of December 5, 2025 for a Reg CF raise (target $50,000, maximum $5,000,000) names Wefunder Portal LLC, not Republic, so this REIT sells through more than one channel. The forms do not explain the change from the 506(b) box to the 506(c) box. We do not read the REIT's NAV, returns or redemption terms from these forms because a Form D does not report them. The Republic site's own list shows one more accredited-only vehicle, SFR3 Fund (Republic Real Estate, Rule 506(b)), for which we found no Form D naming OpenDeal Broker.

What the filings cannot show

The Form C family gives the offering and a yearly snapshot. It does not give: what an investor can sell and when (the Form C texts we read describe no market), whether a property was bought at the planned price, whether distributions were paid, the investor-level fees beyond what the offering document states, or any valuation after the raise. The Crowd SAFEs and units in these Form Cs are claims on an issuer; most of the 19 real-estate issuers are single-purpose companies with a few thousand to a few million dollars of assets. The record does show that real-estate Form Cs on Republic stopped in March 2024, while Republic's own page now lists an asset-tokenization company (Mintworks, Reg CF) and a hotel brand (Atari Hotels, Reg A+) as its open real-estate deals.

What a reader can do with this

• Find the issuer's EDGAR page before you wire. Search the company name and read the Form C, then the Form C-U (the amount that closed) and each Form C-AR. If the last C-AR is years old, ask the issuer for the current numbers in writing.
• Check the entity selling to you. A Reg CF deal is OpenDeal Portal LLC; a Reg A+ or Reg D deal is OpenDeal Broker LLC. FINRA BrokerCheck shows the broker-dealer, and the portal's own CFPORTAL form is public.
• Stay inside your limit. Under 17 CFR 227.100 the cap applies across every Reg CF investment in 12 months, not per deal.
• Read the fee line. Four percent in cash plus 1% of the securities was the real-estate norm on Republic; the issuer pays it from the raise, so a 4% fee takes 4 cents of each dollar before the property is bought.
• Compare with other platforms. Our red-flag checklist for real estate crowdfunding and the platforms in our guide for non-accredited investors show the same documents elsewhere. For another platform read from its filings, see our AcreTrader review and FarmTogether review.

FAQ

Sources: SEC EDGAR full-text search for OpenDeal Portal LLC, OpenDeal Inc. and OpenDeal Broker, and the XML of 3,866 Form C, C/A, C-U, C-AR and C-TR filings of 746 issuers (examples: Compound Projects, LLC, 0001790166-20-000007 and 0001790166-20-000010; Cityfund I, LLC, 0001874979-21-000001 and 0001874979-21-000010; Plat Capital Fund I, LLC, 0001887950-22-000001; United States Property Inc., 0001999378-24-000001; Reental Holding Co, 0002007865-24-000002; Groundfloor Finance Inc., 0001104659-24-096581 and 0001104659-24-115378); Form CFPORTAL and CFPORTAL/A of OpenDeal Portal LLC (0001751525-18-000001, 0001751525-25-000003); Compound Projects, LLC Forms 1-K (0001387131-21-005191, 0001387131-23-004390) and 1-Z (0001387131-23-005007); Cityfunds I, LLC Forms 1-K (0001493152-23-015215, 0001493152-26-004863); Groma NAV REIT, Inc. Forms D and D/A (0001877066-21-000001 to 0001877066-25-000004); Form X-17A-5 of OpenDeal Broker LLC (0001723503-26-000004); FINRA BrokerCheck records for CRD 291387 and 297797; 17 CFR 227.100 on ecfr.gov; and republic.com/real-estate, read on October 10, 2026 (the company's claims). Counts, sums and percentages are our arithmetic; the real-estate classification is ours. We have no relationship with Republic. This is analysis of public documents, not investment, legal or tax advice.