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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: March 7, 2026
Ribbon
Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Cayman
Islands |
|
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) |
+81
90-8508-3462
(Registrant’s
telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ |
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)) |
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.
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 |
ITEM
1.01. Entry into a Material Definitive Agreement.
On
March 7, 2026, Ribbon Acquisition Corp. (the “Company”) issued a promissory note (the “Note”) in the principal
amount of $600,000 to Ribbon Investment Company Ltd, a shareholder of the Company’s sponsor (the “Payee”).
The
Note does not bear interest and is payable promptly following the consummation of the Company’s initial business combination. The
Note may be prepaid at any time without penalty. The Payee has agreed to waive any claim against the funds held in the Company’s
trust account established in connection with the Company’s initial public offering and will not seek repayment from the trust account.
The foregoing description of the Note is qualified in its entirety by reference to the Promissory Note, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Promissory Note |
| 104 |
|
Cover Page Interactive
Data File (embedded with 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.
March
9, 2026
| Ribbon
Acquisition Corp. |
|
| |
|
|
| By: |
/s/
Angshuman (Bubai) Ghosh |
|
| Name:
|
Angshuman
(Bubai) Ghosh |
|
| Title:
|
Chief
Executive Officer |
|
2
