UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 29, 2020
Ribbit LEAP, Ltd.
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-39507 | 98-1549449 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
|
364 University Ave Palo Alto, CA |
94301 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (650) 485-3758
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one Class A ordinary share, and one-fifth of one Warrant to acquire one Class A ordinary share | LEAP.U | The New York Stock Exchange | ||
| Class A ordinary shares, par value $0.0001 per share | LEAP | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 | LEAP.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On October 29, 2020, Ribbit LEAP, Ltd. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share (“Class A ordinary shares”), and redeemable warrants included in the Units commencing on November 2, 2020. Each Unit consists of one Class A ordinary share and one-fifth of one redeemable warrant to purchase one Class A ordinary share. Any Units not separated will continue to trade on the New York Stock Exchange (“NYSE”) under the symbol “LEAP.U”. Any underlying Class A ordinary shares and warrants that are separated will trade on NYSE under the symbols “LEAP” and “LEAP.WS,” respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press Release, dated October 29, 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 29, 2020
| Ribbit LEAP, Ltd. | ||
| By: | /s/ Cynthia McAdam | |
| Name: | Cynthia McAdam | |
| Title: | Chief Operating Officer | |
Exhibit 99.1
RIBBIT LEAP, LTD. SECURITIES TO COMMENCE SEPARATE TRADING
Palo Alto, CA (October 29, 2020) – Ribbit LEAP, Ltd. (NYSE: LEAP.U) (the “Company”) announced today that separate trading of its common stock and warrants underlying the Company’s units would commence on or about November 2, 2020. The common stock and warrants will trade under the symbols “LEAP” and “LEAP.WS”, respectively. Units not separated will continue to be listed on the NYSE under the symbol “LEAP.U.”
The Company is a blank check company organized for the purpose of effecting a business combination with one or more target businesses. The Company’s efforts to identify a prospective partner business will not be limited to a particular industry or geographic region, although it intends to invest in visionary financial services entrepreneurs across stages—from initial idea and early stage venture to growth capital and the public markets.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward Looking Statements
This press release may contain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements inherently involve risks and uncertainties that are detailed in the companies’ registration statements and other filings with the Securities and Exchange Commission and, therefore, actual results could differ materially from those projected in the forward-looking statements. The companies assume no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Company:
Ribbit LEAP, Ltd.
Meyer Malka, CEO
364 University Ave.
Palo Alto, California 94301
(650) 485-3758