Ridgefield Acquisition Corp. Reports Equity Sales

TL;DR

Ridgefield Acquisition Corp. sold unregistered equity. Dilution risk.

AI Summary

Ridgefield Acquisition Corp. filed an 8-K on April 25, 2024, reporting unregistered sales of equity securities as of April 23, 2024. The filing details the company's principal executive offices located in Carson City, Nevada, and its phone number.

Why It Matters

This filing indicates potential dilution for existing shareholders due to the unregistered sale of equity securities.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can lead to dilution and may involve securities not registered with the SEC, posing potential risks.

Key Players & Entities

• Ridgefield Acquisition Corp. (company) — Registrant
• April 23, 2024 (date) — Date of earliest event reported
• April 25, 2024 (date) — Filing date
• Carson City, Nevada (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.002 — nson (the " Purchaser "), at a price of $0.002 per share, for an aggregate purchase pr
• $50,000 — are, for an aggregate purchase price of $50,000. Purchaser paid the purchase price for

Filing Documents

• tm2412681d1_8k.htm (8-K) — 22KB
• 0001104659-24-051440.txt ( ) — 186KB
• rdga-20240423.xsd (EX-101.SCH) — 3KB
• rdga-20240423_lab.xml (EX-101.LAB) — 33KB
• rdga-20240423_pre.xml (EX-101.PRE) — 22KB
• tm2412681d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On April 23, 2024, Ridgefield Acquisition Corp. (the " Company ") sold 25,000,000 shares (the " Shares ") of its Common Stock to its President and Chief Executive Officer, and a member of the Board of Directors, Steven N. Bronson (the " Purchaser "), at a price of $0.002 per share, for an aggregate purchase price of $50,000. Purchaser paid the purchase price for the Shares in cash. The Shares were offered and sold exclusively to Purchaser, an executive officer and director of the Company and an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the " Securities Act "), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Purchaser represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the Shares were made without any general solicitation or advertising. 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: April 23, 2024 RIDGEFIELD ACQUISITION CORP. By: /s/ Steven N. Bronson Steven N. Bronson President and Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR