UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(MARK ONE)
For the quarter ended
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As of May 15, 2025, there were
Ribbon Acquisition Corporation
FORM 10-Q FOR QUARTER ENDED MARCH 31, 2025
TABLE OF CONTENTS
i
PART I – FINANCIAL INFORMATION
Item 1. Interim Financial Statements
RIBBON ACQUISITION CORP.
CONDENSED BALANCE SHEET AS OF MARCH 31, 2025
(UNAUDITED) AND DECEMBER 31, 2024
March 31, 2025 | December 31, 2024 | |||||||
(Unaudited) | (Audited) | |||||||
Assets | ||||||||
Current assets | ||||||||
Cash | $ | $ | ||||||
Deferred offering costs | ||||||||
Prepaid expense | ||||||||
Total Current Assets | ||||||||
Cash and marketable securities held in the trust | ||||||||
Total Assets | $ | $ | ||||||
Liabilities | ||||||||
Current liabilities | ||||||||
Accrued expenses | $ | $ | ||||||
Promissory note - related party | ||||||||
Total current liabilities | ||||||||
Deferred Underwriting Commission | ||||||||
Total liabilities | ||||||||
Class A ordinary shares, $ | ||||||||
Commitment and contingencies (Note 6) | ||||||||
Shareholders’ Equity | ||||||||
Class A ordinary shares, $ | ||||||||
Class B ordinary shares, $ | ||||||||
Additional paid-in capital | ||||||||
Retained earnings/(accumulated deficit) | ( | ) | ||||||
Total shareholders’ equity | ||||||||
Total liabilities and shareholders’ equity | $ | $ |
(1) | On January 16, 2025, the Sponsor surrendered to the Company for cancellation 187,500 shares of Class B ordinary shares for no consideration, resulting in the Sponsor owning 1,250,000 shares of Class B ordinary shares. All shares and associated amounts have been retroactively restated to reflect the surrender. (See Note 5) |
The accompanying notes are an integral part of the unaudited condensed financial statements.
1
RIBBON ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED 31, 2025
For the Three Months Ended March 31, 2025 | ||||
(Unaudited) | ||||
Administrative fee | $ | |||
Total operating expenses | ||||
Loss from Operations | ( | ) | ||
Income earned on marketable securities held in Trust Account | ||||
Net income | ||||
Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares | ||||
Basic and diluted net income per ordinary share, redeemable ordinary shares | $ | |||
Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares | ||||
Basic and diluted net loss per ordinary share, non-redeemable ordinary shares | $ | ( | ) |
The accompanying notes are an integral part of the unaudited condensed financial statements.
2
RIBBON ACQUISITION CORP.
UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2025
Class A Ordinary Shares | Class B Ordinary Shares | Additional Paid-In | Retained Earnings/ (accumulated | Total Shareholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares (1) | Amount | Capital | Deficit) | Equity | ||||||||||||||||||||||
Balance as of December 31, 2024 | ( | ) | ||||||||||||||||||||||||||
Sale of private placement units | - | |||||||||||||||||||||||||||
Issuance of public rights, net of issuance costs | - | - | ||||||||||||||||||||||||||
Net income | - | - | - | - | - | |||||||||||||||||||||||
Accretion of ordinary shares subject to redemption value | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||
Balance as of March 31, 2025 | $ | $ | $ | $ | $ | $ |
(1) |
The accompanying notes are an integral part of the unaudited condensed financial statements.
3
RIBBON ACQUISITION CORP.
UNAUDTIED CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2025
For the Three Months Ended March 31, 2025 | ||||
(Unaudited) | ||||
Net cash used in operating activities | ( | ) | ||
Cash Flows from Investing Activity | ||||
Purchase of marketable securities held in Trust Account | ( | ) | ||
Net cash used in investing activity | ( | ) | ||
Cash Flows from Financing Activities | ||||
Repayment of promissory note to related party | ( | ) | ||
Proceeds from sale of public units through public offerings, net of underwriters’ discount | ||||
Proceeds from ordinary shares issued in private placement | ||||
Payment of offering costs | ( | ) | ||
Net cash provided by financing activities | ||||
Net change in cash | ||||
Cash at the beginning of the period | ||||
Cash at the end of the period | $ | |||
Supplemental disclosure of cash flow information: | ||||
Deferred offering costs included in accrued offerings costs and expenses | $ | |||
Deferred offering costs paid by Sponsor under the promissory note-related party | $ | |||
Accretion of ordinary shares subject to redemption value | $ | |||
Issuance of public rights, net of issuance costs | $ |
The accompanying notes are an integral part of the unaudited condensed financial statements.
4
RIBBON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 - Description of Organization and Business Operations
Ribbon Acquisition Corp. (the “Company”)
is a newly incorporated blank check company incorporated as a Cayman Islands exempted company on
As of March 31, 2025, the Company had not commenced any operations. All activity through March 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s Sponsor is Ribbon Investment
Company Ltd, a Cayman Islands exempted company (the “Sponsor”). The Company’s ability to commence operations is contingent
upon obtaining adequate financial resources through an Initial Public Offering(“IPO”) of
The registration statement for the Company’s
IPO was declared effective on January 14, 2025. On January 16, 2025, the Company consummated its IPO of
Simultaneously with the consummation of the IPO
and the sale of the Units, the Company consummated the private placement of
Transaction costs amounted to $
The Company must complete one or more Business
Combinations having a fair market value of at least
Upon the closing of the Initial Public Offering,
management has agreed that an aggregate of $
5
RIBBON
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 1 - Description of Organization and Business Operations (Continued)
The Company
will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the
initial Business Combination at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall
be net of taxes payable) divided by the number of then issued and outstanding public shares. The amount in the Trust Account is initially
anticipated to be $
The Class
A ordinary shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion
of the Initial Public Offering, in accordance with Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $
The Company
will have only 12 months from the closing of the Initial Public Offering (the “Combination
Period”) to complete the initial Business Combination. If the Company has not completed the initial Business Combination within
the Combination Period, the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as
reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem
The Sponsor,
officers and directors have agreed to (i) waive their redemption rights with respect to their initial shares, private shares and
public shares in connection with the completion of our initial business combination; (ii) waive their redemption rights with respect to
their initial shares, private shares and public shares in connection with a shareholder vote to approve an amendment to our amended and
restated memorandum and articles of association (a) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem
The Sponsor
has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold
to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or
other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $
6
RIBBON
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), which should be read in conjunction with the financial statements and notes thereto included in the Company’s final prospectus for its IPO as filed with the SEC on January 16, 2025.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company
considers all short-term investments with an original maturity of three months or less when purchased to be cash and cash equivalents.
Cash or cash equivalents were $
7
RIBBON
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2 - Significant Accounting Policies (Continued)
Cash Held in Trust Account
As of March 31, 2025 and December
31, 2024, the Company had $
Offering Costs Associated with the IPO
Offering
costs consist principally of professional and registration fees. As of January 16, 2025, offering costs totaled $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value Measurement (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Net Income Per Ordinary Share
Net income
per share is computed by dividing net income by the weighted average number of ordinary shares outstanding during the period, excluding
ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of
The net income (loss) per share presented in the unaudited condensed statement of operations is based on the following:
For the Three Months Ended March 31, 2025 | ||||
Net income | $ | |||
Less: Accretion of redeemable ordinary shares subject to redemption value | ( | ) | ||
Net loss including accretion of redeemable ordinary shares to redemption value | ( | ) |
The net income (loss) per share presented in the statement of operations is based on the following:
Redeemable Ordinary Share | Non-Redeemable Ordinary Share | |||||||
Numerators: | ||||||||
Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
Accretion of initial measurement of ordinary shares subject to redemption value | ||||||||
Allocation of net income (loss) | $ | $ | ( | ) | ||||
Denominators: | ||||||||
Weighted-average ordinary shares outstanding | ||||||||
Basic and diluted net income (loss) per share | $ | $ | ( | ) |
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
8
RIBBON
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 2 - Significant Accounting Policies (Continued)
ASC 740 prescribes a recognition threshold and a measurement attribute for the unaudited condensed financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the period presented.
Class A ordinary shares subject to possible redemption
All of the
The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity”
(ASC 480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured
at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within
the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
will be classified as temporary equity. At all other times, ordinary shares will be classified as stockholders’ equity. In accordance
with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the
redemption provisions are not solely within the control of the Company. All of the
Given that the
For the three months ended March 31, 2025, the
Company recorded accretion of ordinary share subject to redemption value of $
As of March 31, 2025, the amount of ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:
Gross proceeds | $ | |||
Less: | ||||
Proceeds allocated to public rights | ( | ) | ||
Allocation of offering costs related to redeemable shares | ( | ) | ||
Plus: | ||||
Accretion of carrying value to redemption value | ||||
Ordinary shares subject to possible redemption | $ |
Recent Accounting Pronouncements
Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Note 3 - Initial Public Offering
On January
16, 2025, the Company consummated its IPO of
Each unit has an offering price of $
9
RIBBON ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 4 - Private Placement
Simultaneously with the closing of the IPO on
January 16, 2025, the Sponsor, together with such other members, if any of the Company’s executive management, directors, advisors
or third-party investors as determined by the Sponsor in its sole direction, purchased an aggregate of
Each private units will be identical to the units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial Business Combination. There will be no underwriting fees or commissions due with respect to the Private Placement.
Note 5 - Related Party Transactions
Initial Shares
On July
31, 2024, the Sponsor acquired
The Company’s
initial shareholders have agreed not to transfer, assign or sell any of their Initial Shares and any Class A ordinary shares issuable
upon conversion thereof until the earlier to occur of: (i) 180 days after the completion of the initial Business Combination or (ii) the
date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination
that results in all of the shareholders having the right to exchange their shares of common stock for cash, securities or other property.
Any permitted transferees will be subject to the same restrictions and other agreements of the initial shareholders with respect to any
Initial Shares (the “lock-up”). Notwithstanding the foregoing, if (1) the last reported sale price of the Company’s
common stock equals or exceeds $
Promissory Note - Related Party
The Sponsor
has agreed to loan the Company up to $
Working Capital Loans
In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, the Sponsor may, but are not obligated to, loan the Company funds as may
be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial
Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such
loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $
As of the issuance date of the unaudited condensed financial statements, the Company had no borrowings under the Working Capital Loans.
Administrative Support Services
Commencing on the effective date of the registration
statement of the Initial Public Offering, the Company has agreed to pay an affiliate of the Sponsor a total of $
10
RIBBON
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 6 - Commitments and Contingencies
Registration Rights
The holders of initial shares issued and outstanding on the date of the prospectus, as well as the holders of the private units (and underlying securities) and any securities issued to initial shareholders, officers, directors or their affiliates in payment of working capital loans made to the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the offering. The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities. The holders of the majority of the initial shares can elect to exercise these registration rights at any time commencing three months prior to the end of the Lock-up period. The holders of a majority of the private units (and underlying securities) and securities issued in payment of working capital loans (or underlying securities) can elect to exercise these registration rights at any time after the Company consummates a business combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of a business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company
will grant the underwriters a 45-day option from the date of the IPO to purchase up to an
additional
The underwriters
will be entitled to a cash underwriting discount of two percent (
In addition, the underwriter has agreed (i) to
waive its redemption rights with respect to such shares in connection with the completion of its initial Business Combination, and (ii)
to waive its rights to liquidating distributions from the trust account with respect to such shares if the Company fails to complete its
initial Business Combination within
Note 7 - Shareholders’ Equity
Class A
Ordinary Shares—The Company is authorized to issue a total of
Class B
Ordinary Shares—The Company is authorized to issue a total of
11
RIBBON
ACQUISITION CORP.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
Note 7 - Shareholders’ Equity (Continued)
The Initial
Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the
initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case
that additional Class A ordinary shares or equity-linked securities, are issued or deemed issued in excess of the amounts sold in
this offering and related to or in connection with the closing of the initial business combination, the ratio at which Class B ordinary
shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares
agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable
upon conversion of all Class B ordinary shares will equal, in the aggregate,
Shareholders
of record are entitled to
Rights
As of March 31, 2025, there were
Note 8 - Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.
12
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References to the “Company,” “our,” “us” or “we” refer to Ribbon Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific 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.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering (“IPO” as defined below), and the private placement of the private placement units, the proceeds of the sale of our securities in connection with our initial business combination, our shares, debt or a combination of cash, stock and debt. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an initial business combination will be successful.
13
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 17, 2024 (inception) through March 31, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.
We expect to generate non-operating income in the form of interest income on investments held in the Trust Account after the IPO. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.
For the three months ended March 31, 2025, we had a net income of $235,856, which consisted of operating expenses of $185,401 and income earned on marketable securities held in Trust Account of $421,257..
Liquidity and Capital Resources
On January 16, 2025, we consummated our IPO of 5,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 220,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating total gross proceeds of $2,220,000.
Upon the closing of the IPO and the private placement on January 16, 2025, a total of $50,000,000 was placed in a trust account (the “Trust Account”) maintained by Odyssey Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations.
We intend to use substantially all of the net proceeds of the IPO and the private placement, including the funds held in the Trust Account, in connection with our initial business combination and to pay our expenses relating thereto, including deferred underwriting discounts and commissions payable to the underwriters in the IPO in an amount equal to 4.0% of the total gross proceeds raised in the IPO upon consummation of our initial business combination. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
As of March 31, 2025, we had $536,022 in cash and a working capital of $$516,514. The Company’s liquidity needs after the consummation of the IPO had been satisfied through the net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.
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The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until January 16, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of March 31, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
Administrative Services Agreement
Our sponsor has agreed, commencing from the date that our securities are first listed on Nasdaq through the earlier of the consummation of our initial business combination and our liquidation, to make available to us certain general and administrative services, including office space, administrative and support services, as we may require from time to time. We have agreed to pay our sponsor $10,000 per month for these services. No administrative service expense had been paid for the period from July 17, 2024 (inception) through September 30, 2024.
Underwriting Agreement
The underwriters will be entitled to a cash underwriting discount of two percent (2%) of the gross proceeds of the Proposed Public Offering, or $1,000,000 (or up to $1,150,000 if the underwriters’ over-allotment is exercised in full). Additionally, the underwriters will be entitled to a deferred underwriting discount of 4% of the gross proceeds of the Proposed Public Offering held in the Trust Account upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.
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Critical Accounting Policies and Estimates
The preparation of unaudited financial statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting policies and estimates.
Recent Accounting Standards
In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280): Improvements to Reportable Segment Exemptions. That update provided the chief operating officer decision maker (“CODM”) as well as the aggregate amounts of other revenues item included in the determination of segment profit or loss. The ASU requires companies to disclose the methodology used to measure and disclose how to allocate resources. Public business entities with a segment profit or loss measuring segment performance and regulated by Topic 280 in interim periods, and ASU with a single reportable segment are required to provide additional disclosures. XYZ Corporation and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and the adoption has no effect on the Company’s promoted unaudited condensed financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.
Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
JOBS Act
On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions, we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not required for smaller reporting companies.
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ITEM 4. CONTROLS AND PROCEDURES.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management including our Chief Executive Officer, Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer carried out an evaluation with the participation of management of the effectiveness of our disclosure controls and procedures as of the end of the quarter ended March 31, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that during the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Internal Controls
A control system, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. In addition, the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings.
There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.
Item 1A. Risk Factors.
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
In August 2024, our Sponsor paid $25,000 in exchange for 1,437,500 initial shares, $0.0001 per share. In addition, 187,500 of such Initial shares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.
On January 16, 2025, the Company consummated its initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Ordinary Shares”) and one right to receive one-seventh (1/7) of one Class A ordinary share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 750,000 units to cover over-allotments, if any.
Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”) of 220,000 Units (the “Placement Units”), each Placement Unit consisting of one Class A ordinary share and one right to receive one-seventh (1/7th) of one Class A ordinary share, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds of $2,200,000. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
A total of $50,000,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established for the benefit of the Company’s public shareholders and maintained by Odyssey Trust Company, acting as trustee.
Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital.
Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations.
On March 7, 2025, the holders of the Company’s units could elect to separately trade the ordinary shares and rights included in its units. The ordinary shares and rights are expected to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbols “RIBB” and “RIBBR,” respectively. Units not separated will continue to trade on Nasdaq under the symbol “RIBBU.” Holders of units will need to have their brokers contact the Company’s transfer agent, Odyssey Trust Company, in order to separate the holders’ Units into ordinary shares and rights.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not Applicable.
Item 5. Other Information.
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Item 6. Exhibits
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 15, 2025
Ribbon Acquisition Corporation | ||
By: | /s/ Angshuman (Bubai) Ghosh | |
Name: | Angshuman (Bubai) Ghosh | |
Title: | Chief Executive Officer and Chairman | |
(Principal Executive Officer) |
Ribbon Acquisition Corporation | ||
By: | /s/ Zhiyang (Anna) Zhou | |
Name: | Zhiyang (Anna) Zhou | |
Title: | Chief Financial Officer | |
(Principal Accounting and Financial Officer) |
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