Ribbon Acquisition Corp-A美股招股说明书(2025-01-16版)

Ribbon Acquisition Corp5,000,000 Units Ribbon Acquisition Corp is a blank check company incorporated in the Cayman Islands as an exempted companywith limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,recapitalization, reorganization or similar business combination with one or more businesses or entities. We have notselected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantivediscussions, directly or indirectly, with any business combination target. Our efforts to identify a prospective targetbusiness will not be limited to a particular industry or geographic region. While we intend to conduct a global searchfor target businesses without being limited by geographic region, certain of our executive officers and independentdirectors are based in Hong Kong, and our executive officers have experience investing in and building businessesin the Asia Pacific region and have a deep understanding of the region’s business environment, regulations,regulatory bodies and culture. We will not undertake our initial business combination with any company being basedin or having the majority of the company’s operations in Greater China. This is an initial public offering of our securities. Each unit that we are offering has a price of $10.00 and consists ofone Class A ordinary share and one right to receive one-seventh (1/7th) of one Class A ordinary share upon theconsummation of an initial business combination, as described in more detail in this prospectus. We refer to therights included in the units as “rights.” We have granted A.G.P./Alliance Global Partners (“A.G.P.”), the representative of the underwriters, a 45-day optionto purchase up to an additional 750,000 units (over and above the 5,000,000 units referred to above) solely to coverover-allotments, if any. We will provide the holders of our outstanding ordinary shares that were sold in this offering with the opportunity toredeem their shares upon the consummation of our initial business combination at a per-share price, payable in cash,equal to the aggregate amount then on deposit in the trust account described below, including interest (net of taxespayable), divided by the number of then outstanding ordinary shares that were sold in this offering, which we referto as our “public shares” throughout this prospectus, subject to the limitations described herein. See “Summary —TheOffering—Redemption rights for public shareholders upon completion of our initial businesscombination”and“Summary — The Offering — Redemption of public shares and distribution andliquidation if no initial business combination” for more information. Notwithstandingthe foregoing redemption rights,if we seek shareholder approval of our initial businesscombination and we do not conduct redemptions in connection with our initial business combination pursuant to thetender offer rules, our amended and restated memorandum and articles of association provide that a publicshareholder, together with any affiliate of such shareholder or any other person with whom such shareholder isacting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended(the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 15% ofthe shares sold in this offering without our prior consent. However, we would not be restricting our shareholders’ability to vote all of their shares (including all shares held by those shareholders that hold more than 15% of theshares sold in this offering) for or against our initial business combination. See “Summary — The Offering —Limitation on redemption rights of shareholders holding 15% or more of the shares sold in this offering if wehold shareholder vote” for further discussion on certain limitations on redemption rights. We have 12 months from the closing of this offering to consummate our initial business combination. If weanticipate that we may be unable to consummate our initial business combination within such period, we may seekshareholder approval to amend our amended and restated memorandum and articles of association to extend the dateby which we must consummate our initial business combination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash,equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), dividedby the number of then issued and outstanding public shares, subject to applicable laws. If we are unable to completeour initial business combination within the 12-month period or such period that may be extended, we will distributethe aggregate amount then on deposit in the trust account, including interest (net of taxes payable), pro rata to ourpublic shareholders, by way of the redemption of their sha