Ribbon Acquisition Corp. Files 8-K on Key Corporate Events

TL;DR

Ribbon Acquisition Corp. filed an 8-K detailing material agreements, equity sales, and leadership changes as of Jan 14, 2025.

AI Summary

Ribbon Acquisition Corp. filed an 8-K on January 21, 2025, reporting on several key events that occurred on January 14, 2025. These include entering into a material definitive agreement, unregistered sales of equity securities, changes in officers and directors, and amendments to its articles of incorporation. The filing also lists various share classes and rights associated with the company.

Why It Matters

This 8-K filing signals significant corporate actions by Ribbon Acquisition Corp., potentially impacting its structure, governance, and equity. Investors should review these changes for their effect on the company's future operations and valuation.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions including material definitive agreements and unregistered sales of equity, which can introduce complexity and potential risks for investors.

Key Players & Entities

• Ribbon Acquisition Corp. (company) — Filer of the 8-K
• January 14, 2025 (date) — Date of reported events
• January 21, 2025 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — nsisting of one Class A Ordinary Share, $0.0001 par value per share, and one Right RI
• $10.00 — Units were sold at an offering price of $10.00 per Public Unit, generating gross proce
• $50,000,000 — blic Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a
• $10,000 — d by the Company from time to time, for $10,000 per month until the earlier of the Comp
• $2,200,000 — nit, generating total gross proceeds of $2,200,000. The Private Units are identical to th

Filing Documents

• ea0227750-8k_ribbon.htm (8-K) — 53KB
• ea022775001ex1-1_ribbon.htm (EX-1.1) — 223KB
• ea022775001ex3-1_ribbon.htm (EX-3.1) — 974KB
• ea022775001ex4-1_ribbon.htm (EX-4.1) — 92KB
• ea022775001ex10-1_ribbon.htm (EX-10.1) — 64KB
• ea022775001ex10-2_ribbon.htm (EX-10.2) — 65KB
• ea022775001ex10-3_ribbon.htm (EX-10.3) — 79KB
• ea022775001ex10-4_ribbon.htm (EX-10.4) — 99KB
• ea022775001ex10-5_ribbon.htm (EX-10.5) — 56KB
• ea022775001ex10-6_ribbon.htm (EX-10.6) — 11KB
• ea022775001ex10-7_ribbon.htm (EX-10.7) — 81KB
• ea022775001ex99-1_ribbon.htm (EX-99.1) — 7KB
• ea022775001ex99-2_ribbon.htm (EX-99.2) — 11KB
• 0001213900-25-005031.txt ( ) — 2330KB
• ribbu-20250114.xsd (EX-101.SCH) — 4KB
• ribbu-20250114_def.xml (EX-101.DEF) — 27KB
• ribbu-20250114_lab.xml (EX-101.LAB) — 37KB
• ribbu-20250114_pre.xml (EX-101.PRE) — 25KB
• ea0227750-8k_ribbon_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On January 14, 2025, the registration statement on Form S-1 (File No. 333-281806) (the " Registration Statement ") relating to the initial public offering (" IPO ") of Ribbon Acquisition Corp (the " Company ") was declared effective by the U.S. Securities and Exchange Commission. On January 14, 2025, the Company consummated the IPO of 5,000,000 units (the " Public Units "). Each Public Unit consists of one Class A ordinary share of the Company, par value US$0.0001 per share (" Ordinary Share ") and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation of an initial business combination (" Right "). The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $50,000,000. The Company granted the underwriters a 45-day option to purchase up to 750,000 additional Public Units to cover over-allotments, if any. The closing of the IPO was on January 16, 2025. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated January 14, 2025, by and between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters named therein, which contains customary representations and warranties and indemnification of the underwriter by the Company; a Rights Agreement, dated January 14, 2025, by and between the Company and Odyssey Trust Company which provides for, among other things, the form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities of the Company, the Rights Agent, and the holders of the Rights; Letter Agreements, dated January 14, 2025, by and between the Company and Ribbon Investment Company Ltd (the "Sponsor") and each of the officers and directors of the Company, respectively, pursuant to which the Spo

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO on January 16, 2025, the Company consummated the private placement (" Private Placement ") with Ribbon Investment Company Ltd, its Sponsor, of 220,000 units (the " Private Units ") at a price of $10.00 per Private Unit, generating total gross proceeds of $2,200,000. The Private Units are identical to the Public Units sold in the IPO. except with respect to certain registration rights and transfer restrictions The Sponsor agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until the completion of the Company's initial business combination. The Sponsor was also granted certain demand and piggyback registration rights in connection with the purchase of the Private Units. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering. No underwriting discounts or commissions were paid with respect to the Private Placement. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective on January 14, 2025, in connection with the effectiveness of the Registration Statement, Mr. James Zhao-Hui Zhang, Mr. Kani Chen and Mr. Jon Nathan Miller became directors of the Company. The board has determined that each of Mr. James Zhao-Hui Zhang, Mr. Kani Chen and Mr. Jon Nathan Miller are independent directors under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934 ("Exchange Act"), and has determined that Mr. James Zhao-Hui Zhang, qualifies as an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Mr. James Zhao-Hui Zhang, Mr. Kani Chen and Mr. Jon Nathan Miller serve

01 Other Events

Item 8.01 Other Events. As of January 16, 2025, a total of $50,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company's public stockholders, with Odyssey Trust Company acting as trustee. An audited balance sheet as of January 16, 2025 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within four business days of the consummation of the IPO. On January 14, 2025 the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K. On January 16, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated January 14, 2025, by and between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters named therein 3.1 Amended and Restated Memorandum and Articles of Association 4.1 Rights Agreement, dated January 14, 2025, by and between the Company and Odyssey Trust Company 10.1 Letter Agreement, dated January 14, 2025, by and between the Company and each of the officers and directors of the Company 10.2 Letter Agreement, dated January 14, 2025, by and between the Company and Ribbon Investment Company Ltd 10.3 Investment Management Trust Agreement, dated January 14, 2025, by and among the Company and Odyssey Trust Company 10.4 Registration Rights Agreement, dated January 14, 2025, by and among the Company, Ribbon Investment Company Ltd and each of the officers and directors of the Company 10.5 Private Placement Units Purchase Agreement, dated January 14, 2025, by and between the Company and Ribbon Investment Company Ltd. 10.6 Administrative Service Agreement, dated January 14, 2025, by and between the Company and Ribbon Investment Company Ltd 10.7 Form of Indemnification Agreement, dated January 14, 2025, by and between the Company and each of the officers and directors of the Company 99.1 Press Release, dated January 14, 2025 99.2 Press Release, dated January 16, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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. Dated: January 21, 2025 Ribbon Acquisition Corp By: /s/ Angshuman (Bubai) Ghosh Name: Angshuman (Bubai) Ghosh Title: Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR