Ribbon Acquisition Corp-A(US:RIBB)2025-04-01 01:38IPO and Fundraising - The company completed its initial public offering (IPO) on January 16, 2025, raising total gross proceeds of $50,000,000 by selling 5,000,000 units at an offering price of $10.00 per unit[23]. - A total of $50,000,000 from the IPO and private placement was placed in a U.S.-based trust account for the benefit of public shareholders[25]. - The company generated gross proceeds of $50,000,000 from its IPO of 5,000,000 units at $10.00 per unit on January 16, 2025[151]. - An additional $2,200,000 was raised through the private placement of 220,000 units at the same price, totaling gross proceeds of $52,200,000[138]. - The company has $50 million available for a business combination, assuming no redemptions before fees and expenses[65]. Financial Performance and Position - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans to fund operations[27]. - The company had a net loss of $10,305 for the year ended December 31, 2024, which consisted entirely of formation costs[150]. - As of December 31, 2024, the company had nil in cash and a working capital of $493,967[154]. - The company has incurred significant costs related to being a public company and expects to continue incurring such costs[156]. - The company does not expect its disclosure controls to prevent all errors or fraud, acknowledging inherent limitations[170]. Business Strategy and Acquisition Focus - The management team has extensive experience in cross-border mergers and acquisitions, capital raising, and investment, which is expected to drive future acquisition strategies[29]. - The company intends to focus on acquiring businesses with strong cash flow, defensible market positions, and talented management teams[41]. - The management team aims to leverage its industry relationships to identify high-quality business combination opportunities[31]. - The company will not pursue initial business combinations with companies based in or primarily operating in Greater China due to regulatory risks[35]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[48]. Regulatory and Compliance Matters - The company does not hold any equity interest in PRC companies and believes it is not required to obtain permissions from PRC authorities for its current operations or offerings[45]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[46]. - Shareholder approval may be required for the initial business combination under Nasdaq rules if certain conditions are met[82]. - The company will not redeem public shares if it would cause net tangible assets to fall below $5,000,001, ensuring compliance with SEC regulations[98]. - The company must maintain net tangible assets of at least $5,000,001 to consummate the initial business combination[122]. Shareholder Rights and Redemption Process - Public shareholders will have the opportunity to redeem their ordinary shares at a per-share price of approximately $10.00, which may increase by up to $0.10 if the sponsor extends the business combination period[89]. - The redemption process will remain open for at least 20 business days, and the company will not complete the initial business combination until the expiration of this period[92]. - If the initial business combination is not completed within 12 months, the company will redeem public shares at a price equal to the amount in the trust account, minus up to $100,000 for dissolution expenses[107]. - Shareholders must tender their certificates or deliver shares electronically to exercise redemption rights, ensuring the election to redeem is irrevocable once the business combination is approved[101]. - If the proposed business combination is not completed, shareholders who elected to redeem their shares will not be entitled to any redemption[105]. Management and Governance - The company is classified as an "emerging growth company" and will remain so until certain revenue or market value thresholds are met[63]. - The board of directors consists of four members, with terms of office divided into three classes, each serving a three-year term[188]. - The company has determined that three directors are independent under SEC and Nasdaq rules, ensuring compliance with corporate governance standards[191]. - The audit committee consists of three members, all of whom are financially literate, with one member designated as an "audit committee financial expert" by the Board[196][199]. - The company has established a Code of Ethics applicable to its directors, officers, and employees, which is available for review in public filings[205]. Conflicts of Interest and Related Party Transactions - The management team believes their operational and transactional experience will provide a substantial number of potential business combination targets[54]. - Officers and directors may have conflicts of interest due to multiple business affiliations, but they are contractually obligated to present suitable business opportunities to the company first[209]. - The company is not prohibited from pursuing an initial business combination with an affiliated entity, provided an independent opinion on fairness is obtained[212]. - The company may indemnify its officers and directors to the maximum extent permitted by law, including for liabilities incurred in their capacities[215]. - The company will pay an affiliate of its Sponsor a total of $10,000 per month for office space and administrative services until the earlier of the initial business combination or liquidation[192].