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): ~~February~~August 162, 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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~November 12,~~ ~~2021~~August 2, 2022, Ribbit LEAP, Ltd. (the “Company”) ~~filed~~issued ~~its Form 10-Q for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q”), which included in Note 2, Revision to Previously Reported Financial Statements (“Note 2”),~~ a ~~discussion of~~press ~~the~~release ~~revision~~announcing toit awill ~~portion~~redeem ofall ~~the Company’s previously issued financial statements for the classification~~ of its outstanding Class A ordinary shares, ~~subject~~par tovalue ~~redemption~~$0.0001, ~~issued~~effective as ~~part~~ of the ~~units~~close ~~sold~~of inbusiness ~~the~~on ~~Company’s initial public offering (“IPO”). As described in Note 2~~August 15, ~~upon its IPO~~2022, ~~the~~because ~~Company classified a portion of~~ the ~~Class A ordinary shares subject to redemption as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the~~ Company will not consummate ~~its~~an initial business combination ~~only if~~within the ~~Company~~time ~~has~~period ~~net~~required ~~tangible~~by ~~assets~~its ofAmended atand ~~least~~Restated ~~$5,000,001.~~Memorandum ~~The Company’s management re-evaluated the conclusion~~ and ~~determined~~Articles of ~~that~~Association. ~~the Class~~ A ~~ordinary~~copy ~~shares subject to redemption included certain provisions that require classification~~ of the ~~Class~~press Arelease ~~ordinary shares~~is ~~subject~~attached tohereto ~~redemption~~ as ~~temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination~~Exhibit 99.1 Asand ais ~~result,~~incorporated ~~management~~herein ~~corrected the error~~ by ~~revising all Class A ordinary shares subject to redemption as temporary equity~~reference. This resulted in an adjustment to the initial carrying value of the Class A ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available), accumulated deficit and Class A ordinary shares.

~~Also in Note 2~~In ofaddition, the Company’s Q3issued ~~Form~~a ~~10-Q,~~letter ~~in connection with the change in presentation for the Class A ordinary shares subject~~ to ~~possible redemption,~~ the Company’s ~~revised~~investors. ~~its earnings per share calculation to allocate income and losses shared pro rata between (i) Class~~ A ~~ordinary~~copy ~~shares~~of ~~subject~~such toletter ~~possible~~is ~~redemption~~attached ~~and~~hereto ~~(ii) Class B non-redeemable ordinary shares and Class A non-redeemable~~as ~~ordinary shares~~Exhibit 99.2 ~~This~~and ~~presentation~~is ~~differs~~incorporated ~~from~~herein ~~the~~by ~~previously presented method of earnings per share, which was similar to the two-class method~~reference.

AsItem described above, originally, the Company determined the changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously issued financial statements in Note 2 to its Q3 Form 10-Q9.01. ~~However,~~Financial ~~upon~~Statements ~~further consideration of the material nature of the changes, the Company determined the change in classification of the Class A ordinary shares subject to redemption~~ and ~~change to its presentation of earnings per share is material quantitatively and the Company should restate its previously issued financial statements~~Exhibits.

Therefore, on February 16, 2022, the audit committee of the board of directors of the Company (the “Audit Committee”) concluded, after discussion with the Company’s management, that the Company’s previously issued (i) audited balance sheet as of September 15, 2020 (the "Post IPO Balance Sheet"), filed as Exhibit 99.1 to the Company’s 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 and should no longer be relied upon. Similarly, other communications describing the Company’s financial statements and other related financial information covering the Affected Periods should no longer be relied upon.

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)

~~Additionally,~~* ~~the~~Furnished Audit Committee determined that it is appropriate to file (i) an amendment to its Q3 Form 10-Q (the “Q3 Form 10-Q/A”), including restated unaudited interim financial statements for the quarterly periods ended March 31, 2021 and June 30, 2021; (ii) a restated Note 2 to the unaudited interim financial 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 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) a restated Note 2 to the audited financial statements and Item 9A of Part II of the Annual Report on Form 10-K/A, in each case, reflecting the restatement of the Class A ordinary shares subject to possible redemption and the change to its presentation of earnings per share, as soon as practicableherewith.

~~The Company does not expect any of the above changes will have any impact on its cash position and cash held in the trust account established in connection with the IPO.~~SIGNATURE

~~After~~Pursuant ~~re-evaluation,~~ to the ~~Company’s~~requirements ~~management has concluded that in light~~ of the ~~errors described above, a material weakness existed in the Company’s~~Securities ~~internal~~Exchange ~~control~~Act ~~over~~of ~~financial~~1934, ~~reporting for complex securities during~~ the ~~Affected~~registrant ~~Periods~~has ~~and~~duly ~~that~~caused ~~the~~this ~~Company’s~~report ~~disclosure controls and procedures were not effective. The Company’s remediation plan with respect~~ to ~~such material weakness will~~ be ~~described~~signed inon ~~more detail~~its inbehalf ~~the~~by ~~Q3 Form 10-Q/A and~~ the ~~second~~undersigned ~~amendment~~hereunto toduly ~~the Annual Report on Form 10-K/A~~authorized.

The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Frank, Rimerman + Co. LLP, the Company’s independent registered public accounting firm.

	Ribbit Leap, Ltd.

	By:	/s/ Cynthia McAdam
		Name:	Cynthia McAdam
		Title:	Chief Operating Officer

Dated: August 2, 2022

Cautionary Statements Regarding Forward-Looking Statements

This 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. Certain of 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 not limited 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.

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/ Meyer Malka

Name: Meyer Malka Title: Chief Executive Officer and Chairman

Dated: February 16, 2022

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