Ribbon Acquisition gets Nasdaq notice over $35M minimum

Q: What does RIBB need to do to regain Nasdaq listing compliance?

RIBB’s MVLS must close at $35,000,000 or more for a minimum of 10 consecutive business days during the compliance period. Nasdaq may require a longer period of up to 20 consecutive business days. The compliance period runs through April 28, 2027.

RIBB's Class A ordinary shares continue trading on The Nasdaq Capital Market during the compliance period, subject to other listing requirements.

Available on EDGAR 11/02/2026 - 05:25 PM EST Accepted by SEC EDGAR 11/02/2026 - 05:25 PM EST

Filing Impact

(High)

Filing Sentiment

(Negative)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Ribbon Acquisition Corp. (RIBB) received a Nasdaq notice stating it does not meet the $35,000,000 minimum market value of listed securities (MVLS) requirement for continued listing. Nasdaq said MVLS was below that threshold for 30 consecutive business days, from September 18, 2026 through October 29, 2026, and the company also does not satisfy the alternative continued-listing requirements for stockholders’ equity and net income from continuing operations.

RIBB has an initial compliance period through April 28, 2027—180 calendar days—to regain compliance. Its MVLS must close at $35,000,000 or more for at least 10 consecutive business days; Nasdaq may require up to 20 consecutive business days. The notice has no immediate effect on listing or trading, and Class A ordinary shares continue trading on The Nasdaq Capital Market under RIBB, subject to other listing requirements. If RIBB does not regain compliance by April 28, 2027, Nasdaq will notify the company that its securities are subject to delisting; RIBB may then be eligible to appeal. Nasdaq says there is no assurance the company will regain compliance or maintain compliance with other continued-listing requirements.

0 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

None.

Negative

Moderate point. Forward-looking: it has not happened yet and may not happen.Nasdaq deficiency: $35,000,000 MVLS threshold must be regained by April 28, 2027.

8-K Event Classification

2 items: 3.01, 9.01

2 items

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Minimum market value of listed securities requirement: $35,000,000 Period MVLS remained below requirement: 30 consecutive business days Initial compliance period: 180 calendar days +2 more

5 metrics

Minimum market value of listed securities requirement $35,000,000 Nasdaq continued-listing threshold

Period MVLS remained below requirement 30 consecutive business days September 18, 2026 through October 29, 2026

Initial compliance period 180 calendar days Through April 28, 2027

Minimum period at or above MVLS threshold 10 consecutive business days Required during the compliance period

Potential extended compliance period Up to 20 consecutive business days Nasdaq may require a longer period

Key Terms

minimum market value of listed securities, continued listing requirements, stockholders’ equity, net income from continuing operations, +1 more

5 terms

minimum market value of listed securities regulatory

"minimum market value of listed securities (“MVLS”)"

The minimum market value of listed securities is the smallest total worth that a company’s publicly traded shares must maintain to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings, trading restrictions, or delisting, similar to a minimum balance rule at a bank: if an account drops too low, services are limited or closed, which affects liquidity and the ability to buy or sell shares.

continued listing requirements regulatory

"alternative continued listing requirements"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

stockholders’ equity financial

"relating to stockholders’ equity"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

net income from continuing operations financial

"net income from continuing operations"

Net income from continuing operations is the profit a company earns from its ongoing, day-to-day business after paying costs, interest and taxes, excluding results from businesses it has sold or closed and one-time gains or losses. Investors care because it shows the company's recurring earning power—like comparing a regular paycheck to a one-off bonus—and gives a clearer picture of sustainable profits used to value the business and judge management performance.

Nasdaq Hearings Panel regulatory

"appeal Nasdaq’s determination to a Nasdaq Hearings Panel"

A Nasdaq hearings panel is a group of experts that reviews cases when a company's stock listing is at risk of being removed from the exchange. They evaluate whether the company has met certain standards and determine if it can keep trading on Nasdaq. This process matters to investors because it can affect a company's ability to raise money and maintain credibility in the market.

FAQ

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

What does RIBB need to do to regain Nasdaq listing compliance?

RIBB’s MVLS must close at $35,000,000 or more for a minimum of 10 consecutive business days during the compliance period. Nasdaq may require a longer period of up to 20 consecutive business days. The compliance period runs through April 28, 2027.

Will RIBB shares be delisted immediately?

No. The notice has no immediate effect on the listing or trading of RIBB’s Class A ordinary shares, which continue trading on The Nasdaq Capital Market, subject to the company’s continued compliance with other listing requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): October 30, 2026

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)		(IRS 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 to 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 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 (§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 ☒

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On October 30, 2026, Ribbon Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum market value of listed securities (“MVLS”) requirement of $35,000,000 for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). The Notice stated that the Company’s MVLS had been below $35,000,000 for 30 consecutive business days, from September 18, 2026 through October 29, 2026. The Notice also indicated that the Company does not satisfy the alternative continued listing requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3), relating to stockholders’ equity and net income from continuing operations, respectively.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial compliance period of 180 calendar days, or until April 28, 2027, to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $35,000,000 or more for a minimum of 10 consecutive business days during the compliance period, subject to Nasdaq’s discretion to require a longer period of up to 20 consecutive business days. If the Company regains compliance, Nasdaq will provide written confirmation of compliance and the matter will be closed.

The Notice has no immediate effect on the listing or trading of the Company’s Class A ordinary shares, which will continue to trade on The Nasdaq Capital Market under the symbol “RIBB,” subject to the Company’s continued compliance with Nasdaq’s other listing requirements.

The Company intends to monitor its MVLS and evaluate available options to regain compliance with the MVLS Requirement. If the Company does not regain compliance by April 28, 2027, Nasdaq will provide written notification that the Company’s securities are subject to delisting. At that time, the Company may be eligible to appeal Nasdaq’s determination to a Nasdaq Hearings Panel in accordance with the applicable Nasdaq Listing Rules. There can be no assurance that the Company will regain compliance with the MVLS Requirement or otherwise maintain compliance with Nasdaq’s continued listing requirements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

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.

RIBBON ACQUISITION CORP.

By:	/s/ Angshuman (Bubai) Ghosh
Name:	Angshuman (Bubai) Ghosh
Title:	Chief Executive Officer

Date:	November 2, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents