Ribbon Acquisition Corp. Files for IPO

TL;DR

Ribbon Acquisition Corp. just filed for an IPO, aiming to raise capital for unspecified purposes.

AI Summary

Ribbon Acquisition Corp. filed an S-1 registration statement on August 27, 2024, for an unspecified offering amount. The company, incorporated in the Cayman Islands with principal executive offices in Tokyo, Japan, is a blank check company. This filing indicates their intent to go public and raise capital, though the specific use of funds and target acquisition are not detailed in this initial registration.

Why It Matters

This S-1 filing signals Ribbon Acquisition Corp.'s intention to become a publicly traded entity, which could lead to future acquisitions or business operations funded by public markets.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), the risks are tied to the future acquisition and the management's ability to execute a successful business combination.

Key Numbers

• 333-281806 — SEC File Number (Identifies this specific registration filing with the SEC.)
• August 27, 2024 — Filing Date (Date the S-1 registration statement was officially submitted.)

Key Players & Entities

• Ribbon Acquisition Corp. (company) — Registrant
• Cayman Islands (jurisdiction) — Place of incorporation
• Tokyo, Japan (location) — Principal executive offices
• Cogency Global Inc. (company) — Agent for service
• Sichenzia Ross Ference Carmel LLP (company) — Legal counsel

FAQ

Key Financial Figures

• $50,000,000 — TO COMPLETION, DATED AUGUST 27, 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
• $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

• ea0212294-s1_ribbon.htm (S-1) — 1534KB
• ea021229401ex3-1_ribbon.htm (EX-3.1) — 483KB
• ea021229401ex4-1_ribbon.htm (EX-4.1) — 18KB
• ea021229401ex4-2_ribbon.htm (EX-4.2) — 16KB
• ea021229401ex4-3_ribbon.htm (EX-4.3) — 17KB
• ea021229401ex10-7_ribbon.htm (EX-10.7) — 56KB
• ea021229401ex10-8_ribbon.htm (EX-10.8) — 21KB
• ea021229401ex23-1_ribbon.htm (EX-23.1) — 3KB
• ea021229401ex99-1_ribbon.htm (EX-99.1) — 3KB
• ea021229401ex99-2_ribbon.htm (EX-99.2) — 3KB
• ea021229401ex99-3_ribbon.htm (EX-99.3) — 3KB
• ea021229401ex-fee_ribbon.htm (EX-FILING FEES) — 18KB
• ex3-1_001.jpg (GRAPHIC) — 31KB
• ex3-1_002.jpg (GRAPHIC) — 3KB
• ex3-1_003.jpg (GRAPHIC) — 38KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• ex23-1_002.jpg (GRAPHIC) — 11KB
• 0001213900-24-073095.txt ( ) — 2298KB

RISK FACTORS

RISK FACTORS 30 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 61 ENFORCEABILITY OF CIVIL LIABILITIES 62

USE OF PROCEEDS

USE OF PROCEEDS 63 DIVIDEND POLICY 66

DILUTION

DILUTION 67 CAPITALIZATION 70 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 71 PROPOSED BUSINESS 76 MANAGEMENT 94 PRINCIPAL SHAREHOLDERS 101 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 104

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 106 SHARES ELIGIBLE FOR FUTURE SALE 116 TAXATION 117

UNDERWRITING

UNDERWRITING 127 LEGAL MATTERS 135 EXPERTS 135 WHERE YOU CAN FIND ADDITIONAL INFORMATION 135 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 filing on SEC EDGAR