Ribbon Acquisition Corp. Sample Contracts
5,000,000 Units RIBBON ACQUISITION CORP UNDERWRITING AGREEMENTUnderwriting Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks • New York
Ribbon Acquisition Corp, a Cayman Islands exempted company with limited liability (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
Ribbon Acquisition Corp 89 Nexus Way Camana Bay Grand Cayman KY1-9009 Cayman IslandsSecurities Subscription Agreement • August 28th, 2024 • Ribbon Acquisition Corp. • New York
This securities subscription agreement (this “Agreement”) is entered into on 12 August, 2024, by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Ribbon Investment Company Ltd, a Cayman Islands exempted company (the “Subscriber” or “you”). Pursuant to the terms hereof, the Company is pleased to accept the Subscriber ’s subscription for and purchase of 1,437,500 Class B Ordinary Shares of US$0.0001 par value each (the “Shares”), up to 187,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of January 14, 2025, by and among Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), Ribbon Investment Management Ltd, a Cayman Islands exempted company (the “Sponsor”), and each of the undersigned parties listed on the signature page hereto under “Investors” (each such party, together with the Sponsor, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks • New York
This Agreement, made and entered into effective as of January 14, 2025 (“Agreement”), by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of January 14, 2025, by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal executive office at Central Park Tower LaTour Shinjuku Room 3001 6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023 Japan, and Ribbon Investment Company Ltd, a Cayman Islands exempted company (the “Purchaser”).
RIBBON ACQUISITION CORP PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • December 20th, 2024 • Ribbon Acquisition Corp. • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of ______, 2024, by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), having its principal executive office at Central Park Tower LaTour Shinjuku Room 3001 6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023 Japan, and Ribbon Investment Company Ltd, a Cayman Islands exempted company (the “Purchaser”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 8th, 2025 • Ribbon Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between [●] (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Ribbon Acquisition Corp Central Park Tower LaTour Shinjuku Room 3001 Japan New York, New York 10022Underwriting Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ribbon Acquisition Corp, a Cayman Islands exempted company (the “Company”), and A.G.P./Alliance Global Partners, as the representative (the “Representative”) of the underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), and one right to receive one-seventh (1/7) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 15 hereof.
RIGHTS AGENCY AGREEMENTRights Agency Agreement • January 8th, 2025 • Ribbon Acquisition Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between Ribbon Acquisition Corp (the “Company”), A blank check company incorporated in the Cayman Islands as an exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
Administration Service AgreementAdministration Service Agreement • December 6th, 2024 • Ribbon Acquisition Corp. • Blank checks
This Administration Service Agreement (the “Agreement”) dated this __ day of [ ], 2023 is between Ribbon Investment Company Ltd, herein referred to as “Service Provider” and Ribbon Acquisition Corp., herein referred to as “Customer”.
RIGHTS AGENCY AGREEMENTRights Agency Agreement • December 6th, 2024 • Ribbon Acquisition Corp. • Blank checks • Minnesota
RIGHTS AGENCY AGREEMENT (the “Agreement”), between Ribbon Acquisition Corp (the “Company”), A blank check company incorporated in the Cayman Islands as an exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
Administration Service AgreementAdministration Service Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks
This Administration Service Agreement (the “Agreement”) dated this 14th day of January 2025 is between Ribbon Investment Company Ltd, herein referred to as “Service Provider” and Ribbon Acquisition Corp., herein referred to as “Customer”.
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between [●] (the “Company”) and Odyssey Transfer and Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
RIGHTS AGENCY AGREEMENTRights Agency Agreement • January 21st, 2025 • Ribbon Acquisition Corp. • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), dated as of January 14, 2025 between Ribbon Acquisition Corp (the “Company”), A blank check company incorporated in the Cayman Islands as an exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.