Current Report Filing (8-k)
December 06 2021 - 3:06PM
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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): December 6, 2021 (December 2, 2021)
Ribbit LEAP, Ltd.
(Exact name of registrant as specified in its
charter)
Cayman Islands
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001-39507
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98-1549449
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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364 University Avenue
Palo Alto, CA
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94301
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(Address of principal executive offices)
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(Zip Code)
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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:
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on
which registered
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Units, each consisting of one Class A ordinary share, and one-fifth of one Warrant to acquire one Class A ordinary share
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LEAP.U
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The New York Stock Exchange
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Class A ordinary shares, par value $0.0001 per share
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LEAP
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The New York Stock Exchange
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Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
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LEAP.WS
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The
New York Stock Exchange
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On
December 2, 2021, the Board of Directors (the “Board”) of Ribbit LEAP, Ltd. (the “Company”) appointed Jeff Bogan
as a director of the Company and a member of the Company’s Audit Committee, effective immediately. Mr. Bogan will serve in the class
of directors whose term expires at the Company’s second general annual meeting of shareholders. The Board has determined that Mr.
Bogan is an independent director under applicable Securities and Exchange Commission and New York Stock Exchange rules.
In
connection with the appointment of Mr. Bogan, the Company and Mr. Bogan entered into the following agreements:
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·
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A Letter Agreement, dated December 2, 2021, between the Company and Mr. Bogan, pursuant to which Mr. Bogan
has agreed to: vote any Class B ordinary shares and Class A ordinary shares held by him in favor of the Company’s initial business
combination; facilitate the liquidation and winding up of the Company if an initial business combination is not consummated within the
time period required by its amended and restated memorandum and articles of association; and certain transfer restrictions with respect
to the Company’s securities.
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·
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An Indemnity Agreement, dated December 2, 2021, between the Company and Mr. Bogan, providing Mr. Bogan
contractual indemnification in addition to the indemnification provided for in the Company’s amended and restated memorandum and
articles of association.
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·
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A Share Transfer Agreement, dated December 2, 2021, pursuant to which Ribbit LEAP Sponsor, Ltd. (the “Sponsor”)
transferred 32,500 Class B ordinary shares of the Company to Mr. Bogan.
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·
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A Joinder Agreement, dated December 2, 2021, pursuant to which Mr. Bogan became a party to that certain
Registration and Shareholder Rights Agreement, dated September 10, 2020, among the Company, the Sponsor and certain equityholders of the
Company, which provides for customary demand and piggy-back registration rights for the Sponsor, and customary piggy-back registration
rights for Mr. Bogan and such other equityholders.
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The
foregoing descriptions of the Letter Agreement, the Indemnity Agreement, the Share Transfer Agreement and the Joinder Agreement do not
purport to be complete and are qualified in their entireties by reference to the Letter Agreement, the Indemnity Agreement, the Share
Transfer Agreement and the Joinder Agreement, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are
incorporated herein by reference.
Other
than the foregoing, Mr. Bogan is not party to any arrangement or understanding with any person pursuant to which he was appointed as a
director, nor is he party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed with this Form 8-K:
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Exhibit
No.
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10.1
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Letter Agreement,
dated December 2, 2021, between the Company and Mr. Bogan.
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10.2
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Indemnity Agreement, dated December
2, 2021, between the Company and Mr. Bogan.
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10.3
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Share Transfer Agreement, dated
December 2, 2021, between the Company and Mr. Bogan.
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10.4
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Joinder Agreement, dated December
2, 2021, between the Company, the Sponsor and Mr. Bogan.
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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: December 6, 2021
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Ribbit LEAP, Ltd.
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By:
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/s/ Cynthia McAdam
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Name:
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Cynthia McAdam
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Title:
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Chief Operating Officer
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