Ribbon Acquisition extends merger deadline, large redemptions

Ribbon Acquisition Corp. reported the results of a special stockholder meeting held on January 9, 2026, where investors approved several changes tied to its merger timeline and trust arrangements.

Accepted by SEC EDGAR 01/12/2026 - 04:05 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Ribbon Acquisition Corp. reported the results of a special stockholder meeting held on January 9, 2026, where investors approved several changes tied to its merger timeline and trust arrangements. Stockholders passed an amendment extending the deadline to complete an initial business combination from January 16, 2026 to January 16, 2027, and a related amendment to the Investment Management Trust Agreement requiring a monthly extension payment of $125,000 into the trust account for each month of extension. They also approved removing the provision that allowed withdrawal of up to $100,000 of trust interest for dissolution expenses and a requirement to file a Form 8-K for each monthly extension payment. In connection with the meeting, holders of 1,436,867 public Class A ordinary shares elected to redeem their shares for an aggregate of $14,937,325.92, or about $10.395761 per share.

Insights

SPAC & capital markets analyst

Stockholders approved a one-year SPAC deadline extension alongside sizable redemptions.

Ribbon Acquisition Corp. obtained stockholder approval to extend its business combination deadline from January 16, 2026 to January 16, 2027. The same voting block approved parallel changes to the Investment Management Trust Agreement, including a monthly extension contribution of $125,000 to the trust and removal of a clause allowing withdrawal of up to $100,000 of interest for dissolution expenses.

The meeting drew strong participation, with 4,976,677 shares voting out of 6,470,000 outstanding as of the December 9, 2025 record date. At the same time, redemptions by holders of 1,436,867 public Class A shares for a total of $14,937,325.92 at about $10.395761 per share reduce cash in the trust associated with those shares. Future company disclosures will clarify how the extended timeline and lower public float interact with any eventual business combination.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Ribbon Acquisition Corp. (RIBB) stockholders approve at the January 9, 2026 special meeting?

Stockholders approved extending the deadline to complete an initial business combination to January 16, 2027, amendments to the Investment Management Trust Agreement, a requirement to file a Form 8-K for each monthly extension payment, and an adjournment proposal.

How many shares voted at Ribbon Acquisition Corp.’s January 9, 2026 special meeting?

Out of 6,470,000 ordinary shares outstanding as of the December 9, 2025 record date, 4,976,677 shares, or 76.92%, were present in person or by proxy, constituting a quorum.

What changes were made to Ribbon Acquisition Corp.’s trust agreement?

Stockholders approved an amendment requiring a $125,000 monthly extension payment into the trust account for each month of extension and another amendment removing the provision that allowed withdrawal of up to US$100,000 of interest from the trust to pay dissolution expenses.

How many Ribbon Acquisition Corp. Class A shares were redeemed and at what price?

Holders of 1,436,867 public Class A ordinary shares redeemed their shares for an aggregate of $14,937,325.92, which equals a per-share redemption price of approximately $10.395761.

What is the new deadline for Ribbon Acquisition Corp. to complete an initial business combination?

Following stockholder approval of the Extension Amendment, the new deadline to consummate an initial business combination is January 16, 2027, unless an earlier date is set by the Board of Directors.

Did Ribbon Acquisition Corp. change how it will report monthly extension payments?

Yes. Stockholders approved a proposal requiring the Company to file a Form 8-K for each monthly extension payment made in connection with the Extension Amendment and Trust Amendment.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K/A

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

January 9, 2026

Date of Report (Date of earliest event reported)

Ribbon Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands (exempted company)		001-42474		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Central Park Tower LaTour Shinjuku, Room 3001, 6-15-1 Nishi Shinjuku, Shinjuku-ku, Tokyo 160-0023, Japan		160-0023
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +81 90-8508-3462

N/A

(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

☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Ordinary Shares		RIBB		The Nasdaq Stock Market LLC
Units		RIBBU		The Nasdaq Stock Market LLC
Rights		RIBBR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

EXPLANATORY NOTE

This Amendment No. 1 to the Current Report on Form 8-K filed by Ribbon Acquisition Corp. (the “Company”) on January 9, 2026 is being filed to supplement the disclosure under Item 5.07 of the original Form 8-K by including the final redemption information in connection with the Company’s special meeting of stockholders held on January 9, 2026.

Except as expressly set forth herein, this Form 8-K/A does not amend, modify, or update any other information contained in the original Form 8-K.

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ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS. 

On January 9, 2026, Ribbon Acquisition Corp. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). The record date for stockholders entitled to notice of, and to vote at, the Special Meeting was December 9, 2025. As of the close of business on the record date, there were 6,470,000 ordinary shares issued and outstanding and entitled to vote at the Special Meeting. Of these shares, 4,976,677 shares (representing 76.92% of the outstanding ordinary shares), constituting a quorum, were present in person or represented by proxy at the Special Meeting.

At the Special Meeting, five proposals were submitted to the Company’s stockholders, each as described in more detail in the Company’s definitive proxy statement. The final voting results were as follows:

Proposal 1

The Company’s stockholders approved an amendment (the “Extension Amendment”) to the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate an initial business combination from January 16, 2026 to January 16, 2027, or such earlier date as may be determined by the Company’s Board of Directors.

For		Against		Abstain
4,811,942		164,735		0

Proposal 2

The Company’s stockholders approved an amendment to the Company’s Investment Management Trust Agreement, dated January 14, 2025, to extend the date by which the Company must complete an initial business combination from January 16, 2026 to January 16, 2027, and to provide for a monthly extension payment of $125,000 to be deposited into the trust account for each monthly extension period.

For		Against		Abstain
4,811,942		164,735		0

Proposal 3

The Company’s stockholders approved an amendment to the Investment Management Trust Agreement to remove the provision permitting the Company to withdraw up to US$100,000 of interest earned on the trust account to pay dissolution expenses.

For		Against		Abstain
4,811,942		164,735		0

Proposal 4

The Company’s stockholders approved a proposal requiring the Company to file a Current Report on Form 8-K for each monthly extension payment made in connection with the Extension Amendment and the Trust Amendment.

For		Against		Abstain
4,811,941		164,735		1

Proposal 5

The Company’s stockholders approved a proposal to direct the chairwoman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies if there were insufficient votes to approve Proposal 1 or Proposal 2.

For		Against		Abstain
4,811,942		164,735		0

The Company’s stockholders approved the Extension Amendment at the Special Meeting. In connection with such approval, the Company intends to file an amendment to its Amended and Restated Memorandum and Articles of Association with the Registrar of Companies of the Cayman Islands to reflect the approved amendments promptly following the Special Meeting.

In connection with the Special Meeting, holders of 1,436,867 public Class A ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account, for an aggregate redemption amount of $14,937,325.92, representing a per-share redemption price of approximately $10.395761.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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: January 9, 2026	Ribbon Acquisition Corp.
	By:	/s/ Angshuman (Bubai) Ghosh
	Name:	Angshuman (Bubai) Ghosh
	Title:	Chief Executive Officer

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