UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

For the quarterly period ended September 30, 2021


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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 Avenue

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)

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
Redeemable 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 if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of November 12, 2021, there were 41,255,000 Class A ordinary shares, par value $0.0001 per share, 4,472,222 Class B ordinary shares, par value $0.0001 per share, and 12,777,778 Class L ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding.

Table of Contents

RIBBIT LEAP, LTD.

Quarterly Report on Form 10-Q

TABLE OF CONTENTS


		Page No.

	PART I. FINANCIAL INFORMATION

Item 1.	Condensed Interim Financial Statements (Unaudited)	3

	Condensed Balance Sheets as of September 30, 2021 and December 31, 2020 (Unaudited).	3

	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2021 and for the period from July 7, 2020 (inception) through September 30, 2020 (Unaudited)	4

	Condensed Statements of Changes in Shareholders’ Deficit for the Three and Nine Months Ended September 30, 2021 and for the period from July 7,2020 (inception) through September 30, 2020 (Unaudited)	5

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2021 and for the period from July 7, 2020 (inception) through September 30, 2020 (Unaudited)	6

	Notes to Condensed Interim Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	31

	PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32

Item 3.	Defaults Upon Senior Securities	32

Item 4.	Mine Safety Disclosures	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

SIGNATURES		34

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Condensed Interim Financial Statements (Unaudited)

RIBBIT LEAP, LTD.

CONDENSED BALANCE SHEETS

(Unaudited)


	September 30, 2021		December 31, 2020

ASSETS
Current assets:
Cash	$	869,689	$	1,444,127
Prepaid assets		252,778		260,000
Total current assets		1,122,467		1,704,127

Cash and marketable securities held in Trust Account		402,671,143		402,585,717
Other long-term assets		—		168,403
TOTAL ASSETS	$	403,793,610	$	404,458,247

LIABILITIES, CLASS A REDEEMABLE SHARES, AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	50,855	$	138,598
Total current liabilities		50,855		138,598

Class A public warrants liability		10,867,500		34,212,500
Forward purchase securities liability		3,950,000		38,570,000
Class L ordinary shares liability		17,370,000		90,540,000
Deferred underwriting commissions		14,087,500		14,087,500
Total Liabilities		46,325,855		177,548,598

Commitments and Contingencies (Note 5)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 40,250,000 shares at $10.00 per share redemption value at September 30, 2021 and December 31, 2020		402,500,000		402,500,000

Shareholders’ Deficit
Preference shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at September 30, 2021 and December 31, 2020		—		—
Class A ordinary shares $0.0001 par value; 600,000,000 shares authorized; 1,005,000 shares issued and outstanding at September 30, 2021 and December 31, 2020		101		101
Class B ordinary shares, $0.0001 par value; 10,000,000 shares authorized; 4,472,222 shares issued and outstanding at September 30, 2021 and December 31, 2020		447		447
Additional paid-in-capital		—		—
Accumulated deficit		(45,032,793)		(175,590,899)
Total Shareholders’ Deficit		(45,032,245)		(175,590,351)
TOTAL LIABILITIES, CLASS A REDEEMABLE SHARES, AND SHAREHOLDERS’ DEFICIT	$	403,793,610	$	404,458,247

The accompanying notes are an integral part of the unaudited condensed interim financial statements.

Table of Contents

RIBBIT LEAP, LTD.

CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND FOR THE PERIOD FROM

JULY 7, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020

(Unaudited)


		For the period
Three Months Ended	Nine Months Ended	from July 7, 2020 (Inception)
September 30, 2021

SEC Form 10-Q filed by Ribbit LEAP, Ltd.