Core Viewpoint - Blackbird Critical Metals Corp. has received conditional approval from the Canadian Securities Exchange for its acquisition of Lir Life Science Inc. and the listing of the resulting issuer's common shares upon completion of the acquisition [1][11]. Acquisition Details - The company will acquire 100% of Lir Life Sciences' common shares in exchange for issuing 22,312,678 common shares of Blackbird on a post-consolidation basis to Lir shareholders [3]. - Following the acquisition, the business will continue under the name "Lir Life Sciences Corp." [3]. Share Consolidation - Prior to the acquisition closing, Blackbird will consolidate its shares on a 1.5:1 basis, reducing the number of outstanding shares from approximately 7,762,912 to about 5,175,275 [4][5]. - Registered shareholders will receive instructions for exchanging their existing certificates for post-consolidation shares [6]. Financial Transactions - The acquisition includes a transaction fee of 2% of the acquisition value, payable in 379,000 Resulting Issuer Shares [8]. - Lir Life Sciences has completed a private placement of 3,050,270 subscription receipts at $0.35 each, raising approximately $1.07 million, which will convert into Lir Shares prior to closing [9]. - Lir Life Sciences has settled $109,343 in debt by issuing 312,408 Lir Shares at a deemed price of $0.35, which will also convert into Resulting Issuer Shares upon closing [10]. Trading and Regulatory Approval - Trading in Blackbird Shares will remain halted until all conditions for listing are satisfied, including the completion of the acquisition and final approval from the CSE [11]. - The new CUSIP and ISIN numbers for the post-consolidation shares will be 50206C100 and CA50206C1005, respectively [7].

As filed with the U.S. Securities and Exchange Commission on December 5, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Central Park Tower LaTour Shinjuku Room 3001 6-15-1 N ...