8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 2, 2022

RIBBIT LEAP, LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39507	98-1549449
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

364 University Avenue Palo Alto, California	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 August 2, 2022, Ribbit LEAP, Ltd. (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A ordinary shares, par value $0.0001, effective as of the close of business on August 15, 2022, because the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

In addition, the Company issued a letter to the Company’s investors. A copy of such letter is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1*	Press release, dated August 2, 2022
99.2*	Letter to Investors, dated August 2, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Furnished herewith.

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.

	Ribbit Leap, Ltd.
	By:	/s/ Cynthia McAdam
		Name:	Cynthia McAdam
		Title:	Chief Operating Officer
Dated: August 2, 2022

EX-99.1

Exhibit 99.1

Ribbit LEAP, Ltd. Will Redeem Public Shares

Palo Alto, California, August 2, 2022 – Ribbit LEAP, Ltd. (the “Company”) (NYSE: LEAP.U, LEAP, LEAP.WS), a special purpose acquisition company, today announced that it will redeem all of its outstanding Class A ordinary shares, par value $0.0001 (the “Public Shares”), effective as of the close of business on August 15, 2022, as the Company will not consummate an initial business combination within the time period required by its Amended and Restated Memorandum and Articles of Association (the “Articles”).

The Company has shared a Letter to Investors with details on this decision that can be found at www.ribbitleap.com/corporate-information/letter-to-our-partners. The Company concluded it would be unable to meet it expectations for quality and long-term return potential by completing an initial business combination by September 10, 2022 (twenty four months from the closing of the Company’s initial public offering).

As such, in accordance with the Company’s Articles, the Company will:

● cease all operations as of August 15, 2022, except those required to wind up the Company’s business ;

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

● as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The per-share redemption price for the public shares will be approximately $10.02 (the “Redemption Amount”). The balance of the Trust Account as of July 30, 2022 was approximately $403,645,315.57, which includes approximately $1,145,315.57 in interest and dividend income (excess of cash over $402,500,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

As of the close of business on August 15, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

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

There will be no redemption rights or liquidating 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 ordinary shares, held by the sponsor, and the Class B ordinary shares and Class L ordinary shares. After August 15, 2022, the Company shall cease all operations except for those required to wind up the Company’s business.

The Company expects that New York Stock Exchange will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects 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 includes “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,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such 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 Company’s views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s registration statement on Form S-1 (Registration No. 333-248415), as amended, initially filed with the Commission on August 25, 2020, relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

EX-99.2

Exhibit 99.2

 

Dear Partners,

Two years ago, we set out to partner with you and with one or more businesses in their transition to the public markets. At the time, we believed a public vehicle that offered patient capital, alignment between investors and operators, and the network, resources, and insights of Ribbit Capital would be a compelling alternative for quality financial technology companies versus an IPO or staying private. We called the vehicle LEAP, consistent with our hope that the structure represented a meaningful advancement for entrepreneurs and investors.

Our promise from the start of LEAP was that Ribbit would be a true partner alongside you. We worked hard to bake this into LEAPs structure and committed to co-invest a substantial amount of our own capital in any deal we considered. Even more importantly for us, we put our reputation behind not only the pledge that we would pursue targets with vigor, but also that we would only propose a combination that represented a remarkable and durable investment opportunity.

It turns out that our thesis on the opportunity for LEAP was wrong. Since LEAP’s listing, we held conversations with over 100 potential partners that met our initial criteria for growth, quality, and readiness. We discovered in the process either that those companies did not meet our standard for long-term projected value creation or that they viewed the merits of a transaction with LEAP as less compelling than a traditional IPO or, more commonly, staying private.

Our search has been complicated by factors that we did not anticipate at the outset. SEC commentary and actions contributed to a growing perception of the de-SPACing process as a riskier, more complicated path compared to conventional IPOs, discouraging the highest quality companies from giving the SPAC route earnest consideration. We have seen multiple de-SPACing transactions abandoned citing the SEC review process, with many others significantly delayed. Further, LEAP has operated during a volatile period for fintech in the public markets; with fintech companies listing after LEAP down an average of 49% from their IPO price, there was often a wide gulf between private and prospective public market price levels. Lastly, the abundance of SPAC capital gathered in 2020 and 2021 – most of which was raised with poor alignment between sponsors and shareholders – created challenging dynamics. Given our objectives, we saw little appeal in competing with offers from others willing to get a deal done at any cost.

We are deeply disappointed in LEAP’s failure to close an initial business combination. However, we believe most strongly in doing with your money what we would do with our own. Given the circumstances, we think that returning capital serves your interest far better than compromising on a deal, which would be antithetical both to our culture and to the intent of LEAP.

Ribbit Capital’s mission is to change the world of finance by providing capital and guidance to visionary financial services entrepreneurs. We remain as committed to this mission as ever. Through the last two years, we have only become more convinced that the process for technology companies to transition to the public markets is broken for investors and issuers alike. We will continue to work toward finding solutions, and we hope that we will have the opportunity to earn your partnership again in the future.

The Ribbit Capital Team

XML

Cover	Aug. 02, 2022
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2022
Entity File Number	001-39507
Entity Registrant Name	RIBBIT LEAP, LTD.
Entity Central Index Key	0001818346
Entity Tax Identification Number	98-1549449
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	364 University Avenue
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94301
City Area Code	650
Local Phone Number	485-3758
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one Class A Ordinary Share and one-fifth of one redeemable warrant [Member]
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-fifth of one Warrant to acquire one Class A ordinary share
Trading Symbol	LEAP.U
Security Exchange Name	NYSE
Common Class A [Member]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	LEAP
Security Exchange Name	NYSE
Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 [Member]
Title of 12(b) Security	Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50
Trading Symbol	LEAP.WS
Security Exchange Name	NYSE