Ribbit LEAP, Ltd. will buy back public shares

PALO ALTO, Calif.–(BUSINESS WIRE)–Ribbit LEAP, Ltd. (the “Company”) (NYSE: LEAP.U, LEAP, LEAP.WS), a special purpose acquisition company, today announced that it will repurchase all of its outstanding Class A common stock, with a par value of $0.0001 (the “Public shares“), effective at the close of business on August 15, 2022, as the Company will not complete a first business combination within the time period required by its amended and restated memorandum and articles of association (the “Articles”).

The company shared a letter to investors with details on this decision which can be found at www.ribbitleap.com/corporate-information/letter-to-our-partners. The Company has concluded that it will not be able to meet its expectations for quality and long-term return potential by completing a first business combination by September 10, 2022 (twenty-four months from from the closing of the Company’s initial public offering).

Thus, in accordance with the Company’s Articles of Association, the Company:

  • cease all activities as of August 15, 2022, with the exception of those necessary for the liquidation of the Company’s activities;

  • as promptly as reasonably practicable, redeem the public shares, at a price per share, payable in cash, equal to the total amount then on deposit in the Company’s trust account (the “Trust Account”), including interest earned on funds held in the Trust Account and not previously released to the Company to pay Company income taxes, if any (less $100,000 interest to pay dissolution costs), divided by the number public shares then outstanding, the redemption of which will completely extinguish the public shareholders’ rights as shareholders of the Company (including the right to receive further liquidation distributions, if any); and

  • as promptly as reasonably possible after such redemption, subject to the approval of the remaining shareholders of the Company and the Board of Directors of the Company, liquidate and dissolve, subject to the Company’s obligations under the laws of the Cayman Islands to provide for the claims of creditors and the requirements of other rights.

The redemption price per share of the public shares will be approximately $10.02 (the “Refund amount”). The Trust Account balance as of July 30, 2022 was approximately $403,645,315.57, which includes approximately $1,145,315.57 in interest and dividend income (excess cash greater than $402,500,000, funds deposited in the trust account). Pursuant to the terms of the related trust agreement, the Company expects to retain $100,000 of interest and dividend income from the trust account to pay for termination costs.

At the close of business on August 15, 2022, the public shares will be deemed canceled and will represent only the right to receive the redemption amount.

The Redemption Amount will be payable to holders of Public Shares upon presentation of their respective share or unit certificates or other delivery of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. However, beneficial owners of public shares held in “street name” will not need to take any action to receive the redemption amount.

There will be no redemption rights or liquidation distributions with respect to the Company’s Warrants, which will expire worthless.

The Company’s sponsor has waived its redemption rights with respect to the outstanding Class A common stock, held by the sponsor, as well as the Class B common stock and the Class L common stock. After August 15, 2022, the Company will cease all activities except those necessary for the liquidation of the activities of the Company.

The Company expects the New York Stock Exchange to file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to deregister its securities. The Company then plans to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

Forward-looking statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this press release, the words “could”, “should”, “will”, “could”, “believe”, “anticipate”, “intend”, “estimate”, “s ‘expect’, ‘project’, the negative of these terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the views of the Company as of any subsequent date, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date on which they were made, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. You should not place undue reliance on these forward-looking statements. Due to a number of known and unknown risks and uncertainties, actual results or performance may differ materially from those expressed or implied by such forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the Company’s control, including those set forth under “Risk Factors” in the Company’s registration statement on Form S-1 (registration number 333-248415), as amended, originally filed with the Commission on August 25, 2020, with respect to its initial public offering, annual and quarterly reports and subsequent reports filed with the Commission, as amended from time to time to another. Copies of these documents are available on the Commission’s website, www.sec.gov. The Company assumes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

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