IPO - Ribbon Acquisition Corp.

Form Type: 8-K

Filing Date: 2025-01-23

Corporate Action: Ipo

Type: New

Accession Number: 000121390025005999

Filing Summary: On January 16, 2025, Ribbon Acquisition Corp completed its initial public offering (IPO) of 5,000,000 units, with each unit consisting of one Class A ordinary share and one right to receive one-seventh of a Class A ordinary share upon the consummation of an initial business combination. The units were sold at $10.00 each, generating gross proceeds of $50,000,000. Concurrently, the company engaged in a private placement with Ribbon Investment Company Ltd, selling 220,000 units at the same price, leading to gross proceeds of $2,200,000. A total of $50,000,000 from the IPO and private placement proceeds was placed in a trust account for public stockholders, managed by Odyssey Trust Company. An audited balance sheet as of the IPO date has been included as an exhibit to this report.

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Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: New

Accession Number: 000121390025005031

Filing Summary: On January 14, 2025, Ribbon Acquisition Corp's IPO was declared effective by the SEC. The Company sold 5,000,000 units at $10.00 each, generating gross proceeds of $50,000,000. Each unit consists of one Class A ordinary share and one right to receive one-seventh of one ordinary share upon the consummation of an initial business combination. The IPO closing occurred on January 16, 2025, with an underwriters' option for 750,000 additional units. A multitude of agreements were established in connection with the IPO, including an Underwriting Agreement, Rights Agreement, and others governing the relationship between the Company and its stakeholders. The Company also completed a Private Placement of 220,000 units with the Sponsor, yielding an additional $2,200,000. New directors were appointed, and the Amended and Restated Memorandum and Articles of Association were adopted. Net proceeds were deposited into a trust for public stockholders. Press releases were issued announcing both the pricing and closing of the IPO.

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Form Type: 424B4

Filing Date: 2025-01-16

Corporate Action: Ipo

Type: New

Accession Number: 000121390025003970

Filing Summary: Ribbon Acquisition Corp is a blank check company incorporated in the Cayman Islands, seeking to raise $50,000,000 through an initial public offering (IPO) by offering 5,000,000 units priced at $10.00 each. The units consist of one Class A ordinary share and one right to receive one-seventh (1/7th) of a Class A ordinary share upon the completion of a business combination. The company has not selected a business combination target and has no substantive discussions with any entities. The offering has a 45-day over-allotment option for underwriters to purchase up to 750,000 additional units. Public shareholders have redemption rights upon the consummation of a business combination, subject to certain limitations. The company must complete a business combination within 12 months, with provisions for potential extensions. Significant risks include their exposure to Greater China regulations, potential conflicts of interest for management, and restrictions imposed by U.S. foreign investment regulations. The company’s sponsor, Ribbon Investment Company Ltd, has committed to purchase 220,000 units on a private placement basis, which are identical to the public units. Legal and operational risks are also highlighted, particularly concerning the regulatory environment in China, which could adversely impact operations following the IPO.

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Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002434

Filing Summary: Ribbon Acquisition Corp requests the acceleration of effectiveness of its Registration Statement on Form S-1 (File No. 333-281806), aiming for it to become effective on January 14, 2025, at 5:30 p.m. or as soon thereafter as feasible. The company commits to notifying the SEC of any changes in this acceleration request promptly. The communication is signed by Angshuman (Bubai) Ghosh, the Chief Executive Officer of the company.

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Form Type: CORRESP

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025002435

Filing Summary: Ribbon Acquisition Corp filed a request to accelerate the effective date of its Registration Statement on Form S-1, intending for it to become effective on January 14, 2025 at 5:30 p.m. Eastern time. The request was made through A.G.P./Alliance Global Partners, who are representatives of the underwriters for the offering. The filing indicates compliance with SEC regulations under the Securities Act and notes the preparation and distribution of the Preliminary Prospectus dated January 8, 2025 to facilitate adequate distribution among underwriters and dealers.

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Form Type: S-1/A

Filing Date: 2025-01-08

Corporate Action: Ipo

Type: New

Accession Number: 000121390025001884

Filing Summary: Ribbon Acquisition Corp is pursuing an initial public offering (IPO) and has filed Amendment No. 5 to its Registration Statement under the Securities Act of 1933. The company, incorporated in the Cayman Islands, is a blank check company that plans to raise $50 million through the offering of 5 million units, each priced at $10.00, consisting of one Class A ordinary share and a right to receive a fraction of a Class A share upon the completion of its initial business combination. The company has not yet identified a target for acquisition and will focus its search globally while avoiding companies based in Greater China. The company has set a 12-month deadline to complete its first business combination and may seek shareholder approval for extensions, with provisions for redemptions of shares by public shareholders. Additionally, significant potential conflicts of interest may arise between the management team and the financial interests of public shareholders. The filing includes details about the share structures, potential dilution risks, and compliance with regulations regarding foreign investments, particularly those involving ties to China.

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