SecProbe.io

November 6, 2024
Angshuman (Bubai) Ghosh
Chief Executive Officer
Ribbon Acquisition Corp.
Central Park Tower LaTour Shinjuku Room 3001
6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023
Japan
Re:Ribbon Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed October 15, 2024
File No. 333-281806
Dear Angshuman (Bubai) Ghosh:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our September 24, 2024
letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
We note your response to prior comment 27. Provide prominent disclosure about the
legal and operational risks associated with a majority of your directors and officers
based in or having significant ties to Hong Kong. Your disclosure should make clear
whether these risks could result in a material change in your search for a target
company and/or the value of the securities you are registering for sale. Your
disclosure should address how recent statements and regulatory actions by China’s
government, such as those related to the use of variable interest entities and data
security or anti-monopoly concerns, have or may impact the company's ability to 1.

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conduct its business, accept foreign investments, or list on a U.S. or other foreign
exchange. Please disclose the location of your auditor's headquarters and whether and
how the Holding Foreign Companies Accountable Act, as amended by the
Consolidated Appropriations Act, 2023, and related regulations will affect your
company. Your prospectus summary should address, but not necessarily be limited to,
the risks highlighted on the prospectus cover page.
Prospectus Summary, page 1
2.In your summary of risk factors, disclose the risks that the majority of your directors
and officers being based in or having significant ties to Hong Kong poses to investors.
In particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China and Hong
Kong, including risks and uncertainties regarding the enforcement of laws and that
rules and regulations in China can change quickly with little advance notice; and the
risk that the Chinese government may intervene or influence your search for a target
company or completion of your initial business combination at any time, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale.
3.Disclose each permission or approval that you or your officers and directors are
required to obtain from Chinese authorities to search for a target company. State
whether your directors and officers are covered by permissions requirements from the
China Securities Regulatory Commission (CSRC), Cyberspace Administration of
China (CAC) or any other governmental agency, and state affirmatively whether
they have received all requisite permissions or approvals and whether any permissions
or approvals have been denied. Please also describe the consequences to you and your
investors if your officers and directors (i) do not receive or maintain such permissions
or approvals, (ii) inadvertently conclude that such permissions or approvals are not
required, or (iii) applicable laws, regulations, or interpretations change and you are
required to obtain such permissions or approvals in the future.
4.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act, as amended by the Consolidated Appropriations Act,
2023, and related regulations if the PCAOB determines that it cannot inspect or
investigate completely your auditor for a period of two consecutive years, and that as
a result an exchange may determine to delist your securities.
Effecting a Business Combination, page 6
5.We note your response to prior comment 5 that insiders will waive their rights to
receive liquidating distributions with respect to initial shares and private shares.
However, we also note that you have inconsistent disclosures throughout your
prospectus. As examples only, you state on page 8 that the initial shares as well as the
public shares will not participate in any liquidating distributions, on page 26 that they
waived their redemption rights with respect to the initial shares, and on page 114 that
they waived their rights with respect to the initial shares. Please revise your
disclosures throughout for consistency.

November 6, 2024
Page 3
Potential Additional Financings, page 9
6.We acknowledge your revised disclosures in response to prior comment 4, and note
your statement that as you intend to target businesses with enterprise values that are
greater than the net proceeds of this offering, you may be required to seek additional
financing if the cash portion of the purchase price exceeds the amount available from
the trust account. Please further revise to also discuss the dilution to your investors if
in such cases you issue equity securities to purchase the target business.
Sponsor Information, page 9
7.We acknowledge your revisions in response to prior comment 6. Please revise to
clarify if Machiko Shimizu is the only person with a direct or indirect material
interest in the sponsor, or alternatively, as previously stated, please disclose, as of the
most recent practicable date, all persons who have direct or indirect material interests
in the sponsor and describe the nature and amounts of those interests. See Item
1603(a)(7) of Regulation S-K.
8.We acknowledge your revisions to prior comment 8. As previously stated, please
revise your disclosures, here and elsewhere as appropriate, to discuss the extent to
which the conversion of the units into which the working capital loans may result in
material dilution of the public holders' equity interests. See Item 1602(b)(6) of
Regulation S-K.
Shareholder approval of, or tender offer in connection with, initial business combination,
page 20
9.We note your revisions in response to prior comment 11. We also note your
disclosure throughout the prospectus that your officers, directors, initial shareholders,
or affiliates could make purchases of public units of ordinary shares in the open
market or in private transactions in order to influence the vote for a business
combination. Please reconcile these disclosures with the disclosures throughout the
prospectus indicating that such purchases would be structured in compliance with the
requirements of Rule 14e-5 under the Exchange Act and that such shares would not be
voted in favor of approving the business combination transaction. Refer to Tender
Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for
guidance.
10.We refer to your revised disclosures in response to prior comment 12. As previously
stated, please also revise your disclosures to disclose the number of public shares that
would be needed to vote in favor of the initial business combination if the minimum
number of shares required for a quorum attended the meeting, and all insider shares
were voted in favor of the transaction.
Conflicts of Interest, page 24
We acknowledge your revised disclosures in response to prior comment 13. As
previously stated, please revise to clearly disclose on the cover page the nominal price
paid for the securities and the corresponding conflict of interest in determining
whether to pursue a de-SPAC transaction, and that the initial shareholders have agreed
to waive their redemption rights and liquidating rights in specified situations. In 11.

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addition, as previously stated, please revise your summary disclosure to discuss
conflicts of interests relating to reimbursements, cash payments, and other fees paid to
your sponsor, officers, or directors or your or their affiliates for services rendered to
you prior to the completion of the initial business combination. Please also reconcile
your inconsistent disclosures regarding the amount payable per month for office space
and services to your sponsor on the cover page and elsewhere in your prospectus.
Also revise to discuss the fiduciary duties your insiders owe to other organizations.
For example, we note your disclosure in a footnote on page 103 that your insiders
have duties to various organizations that take priority and preference over you.
Risk Factors, page 32
12.Please expand your risk factors to discuss the Holding Foreign Companies
Accountable Act, and the effect of the Consolidated Appropriations Act, 2023, which
decreases the number of consecutive “non-inspection years” from three years to two
years, and thus, reduces the time before your securities may be prohibited
from trading or delisted. Update your disclosure to describe the
potential consequences to you if the PRC adopts positions at any time in the future
that would prevent the PCAOB from continuing to inspect or investigate completely
accounting firms headquartered in mainland China or Hong Kong.
13.Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your directors' and officers' search for a target company, please
revise to describe any material impact that intervention, influence, or control by the
Chinese government has or may have on your business, on your search for a target, or
on the value of your securities. Highlight separately the risk that the Chinese
government may intervene or influence your operations at any time, which could
result in a material change in your search and/or the value of your securities. We
remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) means “the
possession, direct or indirect, of the power to direct or cause the direction of the
management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.”
14.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, please revise your disclosure to
explain how this oversight impacts your officers and directors and to what extent you
believe that you are compliant with the regulations or policies that have been issued
by the CAC to date.
We may not be able to complete an initial business combination . . ., page 33
15.We acknowledge your response to prior comment 17 that the managing member of
your sponsor is controlled by a non-U.S. person. Please revise this risk factor to
reflect this information.
We may be unable to obtain additional financing, if required. . ., page 35
We note your revised disclosures in response to prior comment 3, and your statement
here that the net proceeds of the offering may be insufficient because of the obligation 16.

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to convert into cash (or purchase in any tender offer) a significant number of shares
from dissenting shareholders. Based on your revised disclosures, it appears that the
right to redeem shares also will be available to shareholders who vote in favor of the
initial business combination or abstain from voting. Accordingly, please revise this
risk factor to clarify that such redemptions could also affect your available cash.
Enforceability of Civil Liabilities, page 65
17.Please revise the section on enforcement of civil liabilities to address the enforcement
risks related to civil liabilities due to some of your officers and directors being located
in China or Hong Kong. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil
liabilities in China or Hong Kong, lack of reciprocity and treaties, and cost and time
constraints. Also, please disclose these risks in the business section, which should
contain disclosures consistent with the separate section. Additionally, please identify
each officer and director located in China or Hong Kong and disclose that it will be
more difficult to enforce liabilities and enforce judgments on those individuals.
Dilution, page 70
18.We note your response to comment 20 and your updated dilution disclosure. Please
address the following:
•We note that public shareholders will be entitled to redeem their public shares for
a pro rata portion of the amount in the trust account, initially anticipated to be
$10.00 per share. Please explain to us why the "amounts paid for redemptions," as
presented in the numerator for each redemption scenario of your NTBV detailed
calculations table on page 72, are calculated at amounts representing less than
$10.00 per share; and,
•It appears that "Pro forma net tangible book value after this offering and the sale
of the private units" for each redemption scenario, as presented in your table on
page 71, is not consistent with the calculated NTBV per share for the respective
redemption scenario from your detailed table on page 72. Please revise your
dilution tables to reconcile these discrepancies.
Proposed Business, page 79
19.Please revise to disclose in the introduction to your Proposed Business section that
having a majority of your executive officers and/or directors with significant ties to
Hong Kong may make you a less attractive partner to a non-China or Hong Kong
based target company, which may therefore limit the pool of acquisition candidates.
Management
Directors and Executive Officers, page 97
We note your response to prior comment 21. We also note your revised disclosure on
page 97 that Zhiyang (Anna) Zhou has previously worked on the SPAC Chenghe
Acquisition Co. Please revise as appropriate to include more fulsome details about
this SPAC, including the ticker symbol, any SPAC liquidation, and information
concerning any completed business combination, including the financing needed for
the transaction and the level of redemptions. In addition, please revise your disclosure 20.

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on page 103 regarding Chenghe Acquisition I Co. to discuss the results of the most
recent extension meeting. See Item 1603(a)(3) of Regulation S-K.
21.We refer to your revised disclosures that your board is divided into three classes.
Please revise your disclosures here to identify the class to which each director
belongs.
General
22.Please address specifically any PRC regulations concerning mergers and acquisitions
by foreign investors that your initial business combination transaction may be subject
to, including PRC regulatory reviews, which may impact your ability to complete a
business combination in the prescribed time period. Also address any impact PRC law
or regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
            Please contact Jeffrey Lewis at 202-551-6216 or Isaac Esquivel at 202-551-3395 if
you have questions regarding comments on the financial statements and related
matters. Please contact Catherine De Lorenzo at 202-551-3772 or Dorrie Yale at 202-551-
8776 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Shane Wu, Esq.