Ribbon Acquisition Corp. Amends IPO Filing

TL;DR

Ribbon Acquisition Corp. filed an S-1/A, moving closer to its IPO. SPAC deal incoming.

AI Summary

Ribbon Acquisition Corp. filed an S-1/A amendment on October 15, 2024, for its initial public offering under registration number 333-281806. The company, incorporated in the Cayman Islands, is a blank check company with its principal executive offices located in Tokyo, Japan. This filing represents an amendment to their previously submitted registration statement.

Why It Matters

This S-1/A filing indicates Ribbon Acquisition Corp. is moving forward with its public offering, which could lead to a future business combination or acquisition.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), its success is contingent on finding and completing a suitable acquisition, which carries inherent risks.

Key Numbers

• 333-281806 — SEC Registration Number (Identifies the specific registration statement for this offering.)

Key Players & Entities

• Ribbon Acquisition Corp. (company) — Registrant
• October 15, 2024 (date) — Filing date of amendment
• 333-281806 (registration_number) — SEC registration number
• Cayman Islands (jurisdiction) — State of incorporation
• Tokyo, Japan (location) — Principal executive offices
• Cogency Global Inc. (company) — Agent for service
• Shane Wu, Esq. (person) — Copies to counsel

FAQ

Key Financial Figures

• $50,000,000 — TO COMPLETION, DATED OCTOBER 15, 2024 $50,000,000 Ribbon Acquisition Corp 5,000,000 U
• $10.00 — nit that we are offering has a price of $10.00 and consists of one Class A ordinary sh
• $25,000 — s B ordinary shares for an aggregate of $25,000, up to 187,500 of which will be surrend
• $10,000 — te of our sponsor in an amount equal to $10,000 per month for office space, utilities a
• $300,000 — n of this offering, we will repay up to $300,000 in loans made to us by our sponsor to c
• $1,500,000 — ated and organizational expenses. Up to $1,500,000 of working capital loans (“Workin
• $0.20 — $ 9.40 $ 47,000,000 (1) Includes (i) $0.20 per unit, or $1,000,000 (or $1,150,000
• $1,000,000 — 0 (1) Includes (i) $0.20 per unit, or $1,000,000 (or $1,150,000 if the underwriters&rsqu
• $1,150,000 — s (i) $0.20 per unit, or $1,000,000 (or $1,150,000 if the underwriters’ over-allotme
• $0.40 — this initial public offering, and (ii) $0.40 per unit, or $2,000,000 (or $2,300,000
• $2,000,000 — c offering, and (ii) $0.40 per unit, or $2,000,000 (or $2,300,000 if the underwriters&rsqu
• $2,300,000 — (ii) $0.40 per unit, or $2,000,000 (or $2,300,000 if the underwriters’ over-allotme
• $57,500,000 — bed in this prospectus, $50,000,000, or $57,500,000 if the underwriters’ over-allotme

Filing Documents

• ea0216814-s1a1_ribbon.htm (S-1/A) — 1632KB
• ea021681401ex23-1_ribbon.htm (EX-23.1) — 3KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• ex23-1_002.jpg (GRAPHIC) — 11KB
• 0001213900-24-087400.txt ( ) — 1657KB

RISK FACTORS

RISK FACTORS 32 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 64 ENFORCEABILITY OF CIVIL LIABILITIES 65

USE OF PROCEEDS

USE OF PROCEEDS 66 DIVIDEND POLICY 69

DILUTION

DILUTION 70 CAPITALIZATION 73 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 74 PROPOSED BUSINESS 79 MANAGEMENT 97 PRINCIPAL SHAREHOLDERS 106 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 109

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 111 SHARES ELIGIBLE FOR FUTURE SALE 124 TAXATION 125

UNDERWRITING

UNDERWRITING 135 LEGAL MATTERS 143 EXPERTS 143 WHERE YOU CAN FIND ADDITIONAL INFORMATION 143 INDEX TO FINANCIAL STATEMENTS F-1 i PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus, references to: “Companies Act” are to the Companies Act (Revised) of the Cayman Islands, as may be amended from time to time; “Exchange Act” are to the Securities Exchange Act of 1934, as amended; “initial shareholders” are to the holders of our initial shares prior to this offering; “initial shares” are to the 1,437,500 Class B ordinary shares initially issued to our sponsor in a private placement prior to this offering (including up to an aggregate of 187,500 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part); “insiders” are to our initial shareholders and all of our officers and directors; “Investment Company Act” are to the Investment Company Act of 1940, as amended; “letter agreements” are to the agreements to be executed among us, the underwriters, our officers, directors and initial shareholders on the date of this prospectus; “post-offering amended and restated memorandum and articles of association” are to our Amended and Restated Memorandum and Articles of Association, which will become effective immediately prior to the completion of this offering; “private shares” are to the ordinary shares included as part of the private units; “private units” are to the units (1) to be issued to our sponsor in a private placement simultaneously with the closing of this offering and (2) upon c

View Full Filing

View this S-1/A filing on SEC EDGAR