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November 13, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporate Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

Attn: Ms. Catherine De Lorenzo and Ms. Dorrie
Yale

 Re: Ribbon Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-1

Filed October 15, 2024

File No. 333-281806

Dear Ms. De Lorenzo and Ms. Yale:

Please find below our responses
to the questions raised by the staff of the Securities and Exchange Commission (the “Commission”) in its letter of
comments dated November 6, 2024, relating to the above-referenced Registration Statement filed by Ribbon Acquisition Corp. (the “Company”
or “we”).

The Company’s responses
are numbered to correspond to the staff’s comments.

We have also updated the Registration
Statement which is filed with the Commission simultaneously together with this letter.

    Cover Page

    1.
    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 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

    Response

    The Company respectfully submits that it has included
    disclosure about the legal and operational risks associated with having a majority of directors and officers based in Hong Kong on the
    cover page and pages 12 to 14 and 113 to 114.

    In addition, the Company has also included disclosures
    related to 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 conduct its business, accept foreign
    investments, or list on a U.S. or other foreign exchange on the cover page and pages 12 to 14 and 113 to 114.

    The Company has also included disclosures related
    to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations on
    the cover page and pages 70 to 73.

    The Company respectfully submits that our auditor’s
    headquarters are located in Singapore and such disclosure has been updated on the cover page and page 72.

    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.

    Response
    The Company respectfully submits that it has included disclosures relating to the risk to investors of having the majority of the directors and officers be based in or have significant ties to Hong Kong. Such disclosures have been included starting on page 67 and specifically discussing 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 our search for a target company or completion of our initial business combination at any time, which could result in a material change in our operations and/or the value of the securities we 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.

    Response
    The Company respectfully submits that we believe that our officers and directors are not required to obtain permissions or approvals from any PRC government authorities (including neither the CSRC nor the Cyberspace Administration of China) to issue or offer our securities in this offering, to list on a U.S. stock exchange and to operate our business, including searching for a target company.  However, we have included disclosures on the cover page and pages 13, 68, 71, 75, 112 and 113 regarding the risk if relevant PRC governmental authorities, including the CSRC, do not reach the same conclusion, or that the CSRC or any other PRC governmental authorities promulgate new rules or new interpretation of the current rules to require us to obtain CSRC or other PRC governmental approvals for this offering or for the initial business combination.

    2

    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

    Response
    The Company respectively submits that disclosures relating to the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations have been included on the cover page, and pages 71 to 73.

    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.

    Response
    The Company respectfully
    submits that our sponsor, officers and directors will (i) waive their redemption rights with respect to their initial shares,
    private shares and public shares in connection with the completion of our initial business combination; (ii) waive their redemption
    rights with respect to their initial shares, private shares and public shares in connection with a shareholder vote to approve an
    amendment to our amended and restated memorandum and articles of association (a) to modify the substance or timing of our obligation
    to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we have not
    consummated an initial business combination within the completion window or (b) with respect to any other material provisions
    relating to shareholders’ rights or pre-initial business combination activity; (iii) waive their rights to liquidating
    distributions from the trust account with respect to their initial shares and private shares if we fail to complete our initial
    business combination within the completion window, although they will be entitled to liquidating distributions from the trust
    account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed
    time frame; and (iv) vote any initial shares and private shares held by them and any public shares purchased during or after this
    offering (including in open market and privately-negotiated transactions) in favor of our initial business combination.  Such
    disclosures have been updated on the cover page and pages 8, 28, 34, 104, 123, 131, 132 and 133.

    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

    Response
    The Company submits that
    the disclosure has been revised on page 9 and 109 to discuss that public shareholders may be significantly diluted if we issue
    additional equity securities.

    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

    Response
    The Company submits that Machiko Shimizu is the only person with direct or indirect material interest in the sponsor and has updated such disclosure on pages 9 and 110.

    3

    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.

    Response
    The Company submits that they have updated the disclosure on pages 10 and 110 accordingly.

    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.

    Response
    The Company has reconciled the disclosures on pages 8, 17, 23, 34, 46, 59, 100, 103, 121, 127, 131, and 132 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.

    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.

    Response
    The Company submit that the disclosure on pages 23, 59, 100 and 132 has been revised to indicate that if only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our memorandum and articles of association vote their shares at a general meeting of the company, we will not need any public shares in addition to our initial shares to be voted in favor of an initial business combination in order to approve an initial business combination.

    Conflicts of Interest, page 24

    11.

    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 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

    Response

    The Company has revised the disclosure on the
    cover page to include the nominal price paid for the securities and the corresponding conflict. In addition, the disclosure has been revised
    to include that the initial shareholders have agreed to waive their redemption rights and liquidating rights in certain situations.

    The Company submits that the disclosure starting
    on page 29 has been amended to discuss conflicts of interests relating to reimbursements, cash payments and other fees prior to the completion
    of the initial business combination.

    The Company submits that the disclosure on
    page 124 has been revised to align with the cover page and elsewhere in the prospectus that $10,000 per month would be paid for
    office space and administrative services.

    The Company has also revised the disclosure starting
    on page 27 to discuss the fiduciary duties our inside