Ribbon Acquisition Corp. Amends S-1 Registration

TL;DR

SPAC Ribbon Acquisition Corp. filed an S-1/A amendment, still working on its deal.

AI Summary

Ribbon Acquisition Corp. filed an S-1/A amendment on December 5, 2024, for its registration statement (No. 333-281806). The company, incorporated in the Cayman Islands, is a "blank check" company (SIC 6770) with its principal executive offices located in Tokyo, Japan. This filing is an amendment to their initial S-1 registration, indicating ongoing efforts to complete a business combination.

Why It Matters

This S-1/A filing signifies that Ribbon Acquisition Corp. is actively moving forward with its plans as a special purpose acquisition company (SPAC), potentially leading to a future merger or acquisition that could impact investors and the target company.

Risk Assessment

Risk Level: medium — SPACs inherently carry risks related to the successful completion of a business combination and the valuation of the target company.

Key Numbers

• 333-281806 — SEC File Number (Identifies this specific registration filing)
• 20241206 — Filing Date (Date the amendment was filed with the SEC)

Key Players & Entities

• Ribbon Acquisition Corp. (company) — Registrant
• 333-281806 (dollar_amount) — SEC File Number
• December 5, 2024 (date) — Filing Date
• Cogency Global Inc. (company) — Agent for Service
• Shane Wu, Esq. (person) — Copies to Counsel

FAQ

Key Financial Figures

• $50,000,000 — TO COMPLETION, DATED DECEMBER 5, 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
• $0.017 — hase price of $25,000, or approximately $0.017 per share. The low price that our spons

Filing Documents

• ea0223444-s1a3_ribbon.htm (S-1/A) — 1972KB
• ea022344401ex1-1_ribbon.htm (EX-1.1) — 223KB
• ea022344401ex3-2_ribbon.htm (EX-3.2) — 595KB
• ea022344401ex4-1_ribbon.htm (EX-4.1) — 18KB
• ea022344401ex4-3_ribbon.htm (EX-4.3) — 17KB
• ea022344401ex4-4_ribbon.htm (EX-4.4) — 83KB
• ea022344401ex10-2_ribbon.htm (EX-10.2) — 84KB
• ea022344401ex10-6_ribbon.htm (EX-10.6) — 11KB
• ea022344401ex23-1_ribbon.htm (EX-23.1) — 3KB
• ea022344401ex-fee_ribbon.htm (EX-FILING FEES) — 20KB
• ex23-1_001.jpg (GRAPHIC) — 2KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• 0001213900-24-106150.txt ( ) — 3032KB

From the Filing

NO. 3 TO FORM S-1 As filed with the U.S. Securities and Exchange Commission on December 5, 2024. Registration No. 333-281806 UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary (I.R.S. Employer Identification Number) Central Park Tower LaTour Shinjuku Room 3001 6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023 Japan +81 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Cogency Global Inc. 122 E 42nd St., 18th Floor New York, NY 10168 (212) 947-7200 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Shane Wu, Esq. Ross Carmel, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31 st Floor New York, NY 10036 (212) 930-9700 Lawrence Venick, Esq. Loeb & Loeb LLP 2206-19 Jardine House 1 Connaught Place Central, Hong Kong 852-3923-1111 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS $50,000,000 Ribbon Acquisition Corp 5,000,000 Units Ribbon Acquisition Corp is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic region. While we intend to conduct a global search for target businesses without being limited by geographic region, certain of our executive officers and independent directors are based in Hong Kong, and our executive officers have experience investing in and building businesses in the Asia Pacific region and have a deep understanding of the region’s business environment, regulations,

View Full Filing

View this S-1/A filing on SEC EDGAR