September 24, 2024

Angshuman (Bubai) Ghosh
Chief Executive Officer
Ribbon Acquisition Corp.
Central Park Tower LaTour Shinjuku Room 3001
6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023
Japan

       Re: Ribbon Acquisition Corp.
           Registration Statement on Form S-1
           Filed August 28, 2024
           File No. 333-281806
Dear Angshuman (Bubai) Ghosh:

       We have reviewed your registration statement and have the following
comments.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Cover Page

1.     Please revise to clearly state the amount of compensation received or to
be received by
       your sponsor, its affiliates, and promoters, and securities issued or to
be issued by you to
       such persons. For example, we note disclosures elsewhere regarding
various
       compensation. Please discuss whether the compensation to be paid and
securities issued to
       such persons may result in a material dilution of the purchasers' equity
interests. Revise to
       include cross-references, highlighted by prominent type, on the cover
page to all related
       disclosures. See Item 1602(a)(3) of Regulation S-K.
2.     Where you discuss conflicts of interest on the cover page, please revise
to state whether
       there may be actual or potential conflicts of interest between the SPAC
sponsor, its
       affiliates, or promoters, and the purchasers of the units in the
offering. Please revise to
       include cross references to all related disclosures. See Item 1602(a)(5)
of Regulation S-K.
 September 24, 2024
Page 2
3.     We note your statement that you may seek shareholder approval to amend
your governing
       documents to extend the termination date beyond 15 months from this
offering's closing,
       and that if you were to do so, you will offer your public shareholders
an opportunity to
       redeem their shares. However, we also note your disclosures elsewhere,
including on page
       8, indicating that this ability to redeem will only be offered to those
shareholders who
       dissent. Please revise your disclosures here to clarify this limitation,
or reconcile your
       disclosures throughout your prospectus.
Prospectus Summary
Strong Financial Position and Flexibility, page 5

4.     We note your statements throughout the prospectus that you may be
required to obtain
       additional financing to consummate a business combination and your
statement here that
       you may complete the initial business combination using cash, debt, or
equity, or a
       combination thereof. Please revise to describe how any additional
financing may impact
       unaffiliated shareholders. See Item 1602(b)(5) of Regulation S-K.
Effecting a Business Combination, page 6

5.     We note your statement here that your initial shareholders have agreed
not to convert any
       public shares held by them into their pro rata portion of the aggregate
amount then on
       deposit in the trust account in connection with the initial business
combination. Your
       disclosure on page 15 indicates that your initial shareholders have
agreed to also not
       convert any initial shares in such a situation. In addition, we note
your disclosure on page
       15 that the initial shares will not participate in any liquidating
distributions upon winding
       up if the business combination is not consummated. However, your
disclosure on page 29
       states that your insiders have agreed to waive their rights with respect
to liquidating
       distributions with respect to both initial shares and private shares.
Please revise your
       disclosures with respect to these issues throughout the prospectus for
consistency.
Sponsor Information, page 9

6.     We note your disclosures that all of your officers, directors, and
advisors are members of
       your sponsor. Please revise to identify the controlling persons of
Ribbon Ventures Ltd.,
       the sole managing member of the sponsor. Please disclose, as of the most
recent
       practicable date, all persons who have direct or indirect material
interests in the sponsor
       and describe the nature and amounts of those interests. See Item
1603(a)(7) of Regulation
       S-K.
7.     We refer to your discussion of transfer restrictions on the Class B
ordinary shares that you
       have set forth in the chart beginning on page 11, and note that your
discussion conflicts
       with the transfer restrictions discussed on page 8 and elsewhere in your
prospectus. Please
       revise your disclosures throughout your prospectus to reconcile.
8.     Please revise your disclosures, here and elsewhere as appropriate, to
discuss the warrants
       into which the working capital loans may convert, and disclose the
extent this conversion
       may result in material dilution of the public holders' equity interests.
See Item 1602(b)(6)
       of Regulation S-K.
 September 24, 2024
Page 3
The Offering, page 13

9.     We refer to your disclosure that there will be 7,050,000 ordinary shares
outstanding after
       this offering, not taking into account the over-allotment and assuming
that 187,000 shares
       are forfeited by the sponsor. Please explain to us your calculation of
this amount given
       that there are 1,250,000 ordinary shares outstanding before the offering
and private
       placement.
Shareholder approval of, or tender offer in connection with, initial business
combination, page 20

10.    We refer to your statement here that your shareholders will be able to
redeem their shares
       in connection with an initial business combination whether they vote for
or against the
       transaction, or abstain from voting. However, we also note your
disclosures elsewhere,
       including your risk factor disclosure on page 33, which indicates that
this redemption
       right will be offered only to dissenting shareholders. Please revise
your disclosures
       throughout for consistency.
11.    You disclose here and elsewhere that your officers, directors, initial
shareholders, or
       affiliates could make purchases of public units of ordinary shares in
the open market or in
       private transactions in order to influence the vote for a business
combination. Please
       reconcile these disclosures with the disclosures on page 53 and
elsewhere indicating
       that such purchases would be structured in compliance with the
requirements of Rule 14e-
       5 under the Exchange Act and that such shares would not be voted in
favor of approving
       the business combination transaction. Refer to Tender Offer Rules and
Schedules
       Compliance and Disclosure Interpretation 166.01 for guidance.
12.    We refer to your statement that you could need as few as 2,123,301
public shares to be
       voted in favor of the transaction in order to have the transaction
approved. Please revise to
       disclose the threshold for approval. Also explain to us your
calculation. We also note your
       disclosure on page 83 that you might need as few as 2,100,900 public
shares to be voted
       in favor of the transaction. In addition, revise to disclose the number
of public shares that
       would be needed to vote in favor of the initial business combination if
the minimum
       number of shares required for a quorum attended the meeting, and all
insider shares were
       voted in favor of the transaction.
Conflicts of Interest, page 24

13.    Please revise to explain that your officers and directors will allocate
their time to other
       business, and to disclose the pre-existing fiduciary and contractual
obligations of your
       officers and directors, which you reference on page 26. Please revise to
also discuss the
       various "personal and financial interests" that "may influence their
motivation" in
       determining whether a particular business is appropriate for a business
combination, as
       you note on page 26, including any conflicts of interest relating to
fees, reimbursements,
       or cash payments to your sponsor, officers or directors, or your or
their affiliates for
       services rendered to you prior to or in connection with the completion
of your initial
       business combination. Please also revise to clearly disclose, including
on the cover
       page, the nominal price paid for the securities and the corresponding
conflict of interest in
       determining whether to pursue a de-SPAC transaction, and that the
initial shareholders
       have agreed to waive their redemption rights and liquidating rights in
specified situations.
       In addition, revise to disclose conflicts of interest that may arise in
the event that you seek
 September 24, 2024
Page 4

        to complete your initial business combination with a company that is
affiliated with your
        sponsor, officers or directors, as referenced on page 7. See Item
1602(b)(7) of Regulation
        S-K.
14.     We note your statement that you do not believe that any fiduciary
duties or contractual
        obligations of your directors or officers would materially undermine
your ability to
        complete your business combination. Please revise to include the basis
for this belief, and
        include a specific discussion regarding the basis with respect to any
other SPACs
        affiliated with your sponsor, directors, or officers.
Risk Factors
Risks Associated with Our Business, page 30

15.     We note your disclosure on page 12 and elsewhere that in order to
facilitate your initial
        business combination or for any other reason determined by your sponsor
in its sole
        discretion, your sponsor may surrender or forfeit, transfer or exchange
your initial shares,
        private placement units or any of your other securities, including for
no consideration, as
        well as subject any such securities to earn-outs or other restrictions,
or otherwise amend
        the terms of any such securities or enter into any other arrangements
with respect to any
        such securities. Please add risk factor disclosure about risks that may
arise from the
        sponsor having the ability to remove itself as your sponsor before
identifying a business
        combination, including through the unconditional ability to transfer
the initial shares or
        otherwise.
16.     Please revise to clarify that notwithstanding your investment of the
proceeds of the
        offering in U.S. government securities you could nevertheless be
considered to be
        operating as an unregistered investment company under the Investment
Company Act.
        Additionally, where you disclose the risk that you may be considered to
be operating as an
        unregistered investment company, please confirm that if your facts and
circumstances
        change over time, you will update your disclosure to reflect how those
changes impact the
        risk that you may be considered to be operating as an unregistered
investment company.
We may not be able to complete an initial business combination . . ., page 31

17.     With a view toward disclosure, please tell us whether your sponsor is,
is controlled by,
        has any members who are, or has substantial ties with, a non-U.S.
person.
Our rights agreement will designate the courts of the State of New York . . .,
page 35

18.     We note your statement that your rights agreement contains an exclusive
forum provision.
        Please revise to specifically disclose whether this provision applies
to actions arising
        under the Securities Act. If so, please also state that there is
uncertainty as to whether a
        court would enforce such provision, and that investors cannot waive
compliance with
        the federal securities laws and the rules and regulations thereunder.
In that regard, we note
        that Section 22 of the Securities Act creates concurrent jurisdiction
for federal and state
        courts over all suits brought to enforce any duty or liability created
by the Securities Act
        or the rules and regulations thereunder.
Our initial shareholders control. . ., page 41

19.     We refer to your disclosure here explaining why your public holders may
not be able to
 September 24, 2024
Page 5

       exercise voting rights until the initial business combination and that
they will not be able
       to elect new directors. You also have disclosures elsewhere stating that
only holders of
       class B shares will have the right to vote to appoint and remove
directors prior to the
       initial business combination. Please revise to reconcile your
disclosures, and if only
       holders of class B shares have such right, revise your risk factor
heading to clearly
       disclose this information.
Dilution , page 67

20.    We refer to your table on page 69 showing your calculations of net
tangible book value
       presented in quartile intervals assuming full exercise and no exercise
of the over-allotment
       option. It appears the calculations labeled    With Over-Allotment
are made assuming no
       exercise of the over-allotment option and the calculations labeled
Without Over-
       Allotment    are made assuming full exercise of the over-allotment
option. Please reconcile
       and revise your presentation throughout your filing to properly label
the assumptions used
       in your calculations.

Management
Directors and Executive Officers, page 94

21.    Please revise to include more detailed disclosure regarding any SPAC
experience your
       sponsor, affiliates, management may have. For example, you disclose that
Zhiyang Zhou
       was previously involved with three publicly traded SPACs and that James
Zhang is
       currently affiliated with Chenghe Acquisition I Co. and Chenghe
Acquisition II
       Co. Please revise to disclose the name of the SPAC, the ticker symbol,
any SPAC
       liquidations, and information concerning any completed business
combinations, including
       the financing needed for the transactions and the level of redemptions.
See Item
       1603(a)(3) of Regulation S-K.
22.    We note your disclosure that your management has pre-existing fiduciary
duties and
       contractual obligations and may have conflicts of interest in
determining to which entity a
       particular business opportunity should be presented. We also note the
list of entities to
       which your executive officers, directors, and director nominees
currently have fiduciary
       duties or contractual obligations on page 100. Briefly describe the
fiduciary duties of each
       of your officers and directors to other companies to which they have
fiduciary duties. See
       Item 1603(c) of Regulation S-K.
Executive Officer and Director Compensation, page 95

23.    We note disclosure on page 9 and 92 that your independent directors will
receive indirect
       interests in the initial shares through membership interests in the
sponsor for their services
       as directors. Please discuss these interests in this section. Please
also clarify whether the
       sponsor membership interests that the independent directors receive will
also give them an
       indirect interest in the private placement units. See Item 402(r)(3) of
Regulation S-K.
Description of Securities, page 106

24.    Please expand your disclosures to describe the rights and provisions
applicable to each of
       your class A shares and class B shares.
 September 24, 2024
Page 6

Underwriting, page 127

25.    Please revise here, and elsewhere as appropriate, to also disclose the
compensation to
       your underwriters in the form of shares, or advise. In this regard, we
note your disclosures
       throughout your prospectus, including on page 15, that refer to
"representative shares."
Exhibits

26.    We note that the auditor consent filed as Exhibit 23.1 references an
independent auditor's
       report dated August 27, 2024. The independent auditor's report included
with your
       registration statement is dated August 24, 2024. Please reconcile and
revise.
General

27.    We refer to your statement on page 2 that all of your management is
located outside of
       China, and your statement on page 76 that your sponsor, executive
officers, and directors
       do not have ties to, and are not based in the PRC. Please revise to
clarify whether your
       sponsor, officers and/or directors are also located outside of Hong Kong
and Macau, and
       to clarify if any of them have significant ties to Hong Kong or Macau.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at
202-551-3395 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-8776
with any other
questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Shane Wu, Esq