Ribbon Acquisition Corp-A(RIBB) - 2025 Q2 - Quarterly Report

Financial Performance - Ribbon Acquisition Corporation had a net income of $271,297 for the three months ended June 30, 2025, with operating expenses of $242,894 and income from marketable securities of $514,191[100]. - For the six months ended June 30, 2025, the net income was $507,153, consisting of operating expenses of $428,295 and income from marketable securities of $935,448[100]. IPO and Funding - The IPO generated gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit, along with an additional $2,220,000 from the sale of 220,000 private placement units[101]. - As of June 30, 2025, Ribbon had $292,628 in cash and a working capital of $273,620, with liquidity needs satisfied through net proceeds from the IPO and private placement[104]. - The underwriters are entitled to a cash underwriting discount of 2% of the gross proceeds from the IPO, amounting to $1,000,000, with a deferred underwriting discount of 4% upon completion of the initial business combination[108]. Business Combination and Operations - The Business Combination Agreement involves an aggregate merger consideration of $350,000,000, which will be determined by the redemption price of Ribbon Class A Ordinary Shares[97]. - Ribbon has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[105]. - The company expects to incur significant costs in pursuing its acquisition plans and has raised concerns about its ability to continue as a going concern[105]. - Ribbon has not engaged in any operations or generated revenues to date, with activities limited to organizational tasks and identifying a target company for a business combination[98]. Investment Strategy - The Trust Account will only invest in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting specific conditions[102]. Regulatory Considerations - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years or until it no longer qualifies[117]. - The exemptions may include not providing an auditor's attestation report on internal controls over financial reporting[117]. - The company may also avoid disclosing certain executive compensation items, such as the correlation between executive compensation and performance[117].