Ribbit LEAP, Ltd. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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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:
| · | 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. |
| · | 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. |
| · | 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. |
| · | 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. |
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.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
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. | ||
| By: | /s/ Cynthia McAdam | |
| Name: | Cynthia McAdam | |
| Title: | Chief Operating Officer | |