UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 ~~or Section~~ OR 15(d) ofOF ~~the~~THE ~~Securities~~ SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of of earliest event reported): ~~December~~February 616, ~~2021 (December 2, 2021)~~2022

~~Ribbit~~RIBBIT LEAP, ~~Ltd~~LTD.

(Exact name of registrant as specified in its charter)

Cayman Islands	~~001-39507~~	98001-~~1549449~~39507	98-1549449
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)		(Commission File Number)	(IRS Employer Identification No.)

	364 University Avenue Palo Alto, CA	94301
364 University Avenue Palo Alto, California		94301
(Address of principal executive offices)	~~(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
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
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 54.02. ~~Departure~~Non-Reliance ofon ~~Directors~~Previously orIssued ~~Certain~~Financial ~~Officers;~~Statements ~~Election~~or ofa ~~Directors;~~Related ~~Appointment~~Audit ofReport ~~Certain~~or ~~Officers;~~Completed ~~Compensatory~~Interim ~~Arrangements of Certain Officers~~Review.

On ~~December~~ 2,November 12, 2021, ~~the~~Ribbit ~~Board~~LEAP, ofLtd. ~~Directors~~ (the “~~Board~~Company”) offiled ~~Ribbit~~its ~~LEAP~~Form 10-Q for the quarterly period ended September 30, ~~Ltd.~~2021 (the “~~Company~~Q3 Form 10-Q”), ~~appointed~~which ~~Jeff~~included ~~Bogan~~in Note 2, Revision to Previously Reported Financial Statements (“Note 2”), a discussion asof the revision to a ~~director~~portion of the Company’s ~~and~~previously aissued ~~member~~financial statements for the classification of its Class A ordinary shares subject to redemption issued as part of the units sold in the Company’s ~~Audit~~initial ~~Committee,~~public ~~effective~~offering ~~immediately~~(“IPO”). ~~Mr.~~As ~~Bogan~~described in ~~will~~Note ~~serve~~2, inupon its IPO, the ~~class~~ Company classified a portion of ~~directors~~the ~~whose~~Class ~~term~~A ~~expires~~ordinary atshares subject to redemption as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company’s ~~second~~will ~~general~~consummate ~~annual~~its ~~meeting~~initial business combination only if the Company has net tangible assets of ~~shareholders~~at least $5,000,001. The ~~Board~~Company’s ~~has~~management re-evaluated the conclusion and determined that the Class A ordinary shares subject to redemption included certain provisions that Mrrequire classification of the Class A ordinary shares subject to redemption as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination. As a result, management corrected the error by revising all Class A ordinary shares subject to redemption ~~Bogan~~as istemporary equity. This resulted in an ~~independent~~adjustment ~~director~~to ~~under~~the ~~applicable~~initial ~~Securities~~carrying ~~and~~value ~~Exchange~~of ~~Commission~~the ~~and~~Class ~~New~~A ~~York~~ordinary ~~Stock~~shares ~~Exchange~~subject ~~rules~~to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

InAlso in Note 2 of the Company’s Q3 Form 10-Q, in connection with the ~~appointment~~change ofin ~~Mr.~~presentation ~~Bogan~~for the Class A ordinary shares subject to possible redemption, the Company revised its earnings per share calculation to allocate income and Mrlosses shared pro rata between (i) Class A ordinary shares subject to possible redemption and (ii) Class B non-redeemable ordinary shares and Class A non-redeemable ordinary shares. ~~Bogan~~This ~~entered~~presentation ~~into~~differs from the ~~following~~previously ~~agreements:~~presented method of earnings per share, which was similar to the two-class method.

·As Adescribed ~~Letter Agreement~~above, ~~dated December 2~~ originally, ~~2021, between~~ the Company ~~and~~determined ~~Mr.~~the ~~Bogan,~~changes ~~pursuant~~were tonot ~~which~~qualitatively ~~Mr.~~material ~~Bogan has agreed~~ to: ~~vote~~the ~~any~~Company’s ~~Class~~previously Bissued ~~ordinary~~financial statements ~~shares~~ and ~~Class~~revised Aits ~~ordinary~~previously ~~shares~~issued ~~held~~financial bystatements ~~him~~ in ~~favor~~Note of2 ~~the~~to ~~Company’s~~its ~~initial~~Q3 ~~business~~Form ~~combination;~~10-Q. ~~facilitate~~However, ~~the~~upon ~~liquidation~~further ~~and~~consideration of ~~winding~~the upmaterial nature of the ~~Company~~changes, ifthe anCompany ~~initial~~determined ~~business~~the ~~combination~~change isin ~~not~~classification ~~consummated~~of ~~within~~ the ~~time~~Class ~~period~~A ~~required~~ordinary byshares ~~its~~subject ~~amended~~to redemption and ~~restated~~change ~~memorandum~~to ~~and~~its ~~articles~~presentation of ~~association;~~earnings ~~and~~per ~~certain~~share ~~transfer~~is ~~restrictions~~material ~~with~~quantitatively ~~respect~~and to the Company’s ~~securities~~should restate its previously issued financial statements.

·Therefore, Anon ~~Indemnity~~February ~~Agreement~~16, ~~dated~~2022, ~~December~~the 2audit committee of the board of directors of the Company (the “Audit Committee”) concluded, ~~2021~~after discussion with the Company’s management, ~~between~~that the Company’s ~~and~~previously ~~Mr.~~issued ~~Bogan~~(i) audited balance sheet as of September 15, ~~providing~~2020 ~~Mr.~~(the ~~Bogan~~"Post ~~contractual~~IPO ~~indemnification~~Balance inSheet"), filed ~~addition~~as Exhibit 99.1 to the ~~indemnification~~Company’s ~~provided~~Current Report on Form 8-K, filed with the SEC on September 18, 2020; (ii) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, filed with the SEC on November 9, 2020; (iii) audited financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as amended (the "10-K/A"), filed with the SEC on May 17, 2021; (iv) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021, filed with the SEC on May 17, 2021; and (v) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021 (collectively, the “Affected Periods”), should be restated ~~memorandum~~and should no longer be relied upon. Similarly, other communications describing the Company’s financial statements and ~~articles~~other ofrelated ~~association~~financial information covering the Affected Periods should no longer be relied upon.

·Additionally, Athe ~~Share~~Audit Committee ~~Transfer~~determined ~~Agreement~~that it is appropriate to file (i) an amendment to its Q3 Form 10-Q (the “Q3 Form 10-Q/A”), including ~~dated~~restated ~~December~~unaudited 2interim financial statements for the quarterly periods ended March 31, 2021 and June 30, ~~pursuant~~2021; (ii) a restated Note 2 to ~~which~~the ~~Ribbit~~unaudited ~~LEAP~~interim ~~Sponsor,~~financial ~~Ltd.~~statements and Item 4 of Part I of the Q3 Form 10-Q; (iii) a second amendment to its Annual Report on Form 10-K, including restated audited financial statements for the ~~“Sponsor”~~year ended December 31, 2020, restated unaudited interim financial statements for the quarterly period ended September 30, 2020, and a restated balance sheet as of September 15, 2020; and (iv) ~~transferred~~a 32restated Note 2 to the audited financial statements and Item 9A of Part II of the Annual Report on Form 10-K/A,~~500~~ in each case, reflecting the restatement of the Class BA ordinary shares ofsubject ~~the~~to ~~Company~~possible redemption and the change to ~~Mr.~~its ~~Bogan~~presentation of earnings per share, as soon as practicable.

·The ~~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~~does not ~~Sponsor~~expect ~~and~~any ~~certain equityholders~~ of the ~~Company,~~above ~~which~~changes ~~provides~~will ~~for~~have ~~customary~~any ~~demand~~impact ~~and~~on ~~piggy-back~~its ~~registration~~cash ~~rights~~position ~~for the Sponsor,~~ and ~~customary~~cash ~~piggy-back~~held ~~registration~~in ~~rights~~the ~~for~~trust ~~Mr.~~account ~~Bogan~~established ~~and~~in ~~such~~connection with ~~other~~the ~~equityholders~~IPO.

~~The~~After re-evaluation, ~~foregoing~~the ~~descriptions~~Company’s management has concluded that in light of the ~~Letter~~errors ~~Agreement~~described above, ~~the~~a ~~Indemnity~~material ~~Agreement,~~weakness existed in the ~~Share~~Company’s internal ~~Transfer~~control ~~Agreement~~over ~~and~~financial ~~the~~reporting ~~Joinder~~for ~~Agreement~~complex dosecurities ~~not purport~~during tothe beAffected ~~complete~~Periods and ~~are~~that ~~qualified~~the inCompany’s ~~their~~disclosure ~~entireties~~controls and byprocedures ~~reference~~were tonot ~~the~~effective. ~~Letter~~The ~~Agreement,~~Company’s ~~the~~remediation ~~Indemnity~~plan ~~Agreement,~~with ~~the~~respect ~~Share Transfer~~to ~~Agreement~~such ~~and~~material ~~the~~weakness ~~Joinder~~will ~~Agreement,~~be ~~copies~~described ofin ~~which~~more detail ~~are~~in ~~attached~~the asQ3 ~~Exhibits~~Form 10~~.1,~~-Q/A ~~10.2,~~and ~~10.3~~the ~~and~~second ~~10.4,~~amendment ~~respectively,~~to ~~and~~the ~~are incorporated~~Annual ~~herein~~Report byon ~~reference~~Form 10-K/A.

~~Other than~~The ~~the~~Audit ~~foregoing,~~Committee ~~Mr.~~has ~~Bogan~~discussed the ismatters ~~not~~disclosed ~~party~~in tothis ~~any~~Current ~~arrangement~~Report oron ~~understanding~~Form ~~with~~8-K ~~any person~~ pursuant to ~~which~~this heItem ~~was~~4.02 ~~appointed~~with ~~as a director~~Frank, ~~nor~~Rimerman is+ heCo. ~~party~~LLP, tothe ~~any~~Company’s independent ~~transactions~~registered ~~required~~public toaccounting ~~be disclosed under Item 404(a) of Regulation S-K involving the Company~~firm.

~~Item~~Cautionary Statements ~~9.01~~Regarding ~~Financial~~Forward-Looking Statements ~~and Exhibits.~~

~~(d)~~This ~~Exhibits~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. ~~The~~Certain ~~following~~of ~~exhibits~~these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are ~~filed~~not ~~with~~limited ~~this~~to, statements regarding the Company’s intent to restate certain historical financial statements and the timing and impact of the restatement and the filing of Amendment No. 2 to the Annual Report on Form 10-K/A and Amendment No. 1 to Q3 Form 10-Q. These statements are based on current expectations on the date of this Form 8-K: and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Exhibit No.
10.1		Letter Agreement, dated December 2, 2021, between the Company and Mr. Bogan.
10.2		Indemnity Agreement, dated December 2, 2021, between the Company and Mr. Bogan.
10.3		Share Transfer Agreement, dated December 2, 2021, between the Company and Mr. Bogan.
10.4		Joinder Agreement, dated December 2, 2021, between the Company, the Sponsor and Mr. Bogan.

SIGNATURE

~~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.

~~Pursuant~~Ribbit ~~to the requirements of the Securities Exchange Act of 1934~~Leap, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Ltd.

~~Dated~~By: ~~December~~/s/ 6,Meyer ~~2021~~Malka

~~Ribbit LEAP, Ltd. By: /s/ Cynthia McAdam~~ Name: ~~Cynthia~~Meyer ~~McAdam~~Malka Title: Chief ~~Operating~~Executive Officer and Chairman

Dated: February 16, 2022

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