{"url_path":"/sec/ribb/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/2035016/0001213900-26-057788-index.html","accession_number":"0001213900-26-057788","cik":"0002035016","ticker":"RIBB","issuer_name":"Ribbon Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2035016/0001213900-26-057788-index.html","primary_entity_key":"0002035016","primary_entity_name":"Ribbon Acquisition Corp."},"word_count":276,"has_tables":true,"body_markdown":"Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.\n\n \n\nIn\nAugust 2024, our Sponsor paid $25,000 in exchange for 1,437,500 initial shares, $0.0001 per share. In addition, 187,500 of such initial\nshares were forfeited as the underwriters’ over-allotment option in the Issuer’s initial public offering was not exercised.\n\n \n\nOn\nJanuary 16, 2025, the Company consummated its initial public offering of 5,000,000 units. Each Unit consists of one Class A ordinary\nshare, par value $0.0001 per share, of the Company and one right to receive one-seventh (1/7) of one Class A ordinary share upon the\nconsummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating\ntotal gross proceeds of $50,000,000. The Company also granted the underwriters a 45-day option to purchase up to an additional 750,000\nunits to cover over-allotments, if any.\n\n  \n\nSimultaneously\nwith the consummation of the IPO and the sale of the Units, the Company consummated the private placement (the “Private Placement”)\nof 220,000 Units (the “Placement Units”), each Placement Unit consisting of one Class A ordinary share and one right to receive\none-seventh (1/7th) of one Class A ordinary share, to the Sponsor at a price of $10.00 per Placement Unit, generating total proceeds\nof $2,200,000. The issuance of the Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2)\nof the Securities Act of 1933, as amended.\n\n \n\nA\ntotal of $50,000,000 of the net proceeds from the IPO and the Private Placement were placed in a U.S.-based trust account established\nfor the benefit of the Company’s public shareholders and maintained by Odyssey Trust Company, acting as trustee."}