Ridgefield Acquisition : Private Placement - Form 8-K

Item 3.02

Unregistered Sales of Equity Securities.

On April 23, 2024, Ridgefield Acquisition Corp. (the "Company") sold 25,000,000 shares (the "Shares") of its Common Stock to its President and Chief Executive Officer, and a member of the Board of Directors, Steven N. Bronson (the "Purchaser"), at a price of $0.002 per share, for an aggregate purchase price of $50,000. Purchaser paid the purchase price for the Shares in cash.

The Shares were offered and sold exclusively to Purchaser, an executive officer and director of the Company and an accredited investor, in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), as a transaction not involving a public offering, pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Purchaser represented his intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificate representing the Shares issued in the transaction. The offer and sale of the Shares were made without any general solicitation or advertising.