Ribbon Acquisition (NASDAQ: RIBB) investors back 2027 merger deadline

Rhea-AI Filing Summary

Ribbon Acquisition Corp. held a Special Meeting on January 9, 2026, where stockholders approved several changes tied to its timeline for completing an initial business combination. The record date base was 6,470,000 ordinary shares, and 4,976,677 shares, or 76.92% of those outstanding, were present in person or by proxy, providing a quorum.

Stockholders approved an Extension Amendment to move the deadline to consummate a business combination from January 16, 2026 to January 16, 2027, or an earlier date set by the board. They also approved amendments to the Investment Management Trust Agreement that extend the trust deadline on the same schedule, add a monthly extension payment of $125,000 to be deposited into the trust account for each month of extension, and remove the prior ability to withdraw up to US$100,000 of interest from the trust to pay dissolution expenses. Stockholders further approved a proposal requiring the company to make a filing for each monthly extension payment and a proposal allowing adjournment of the meeting if more time for proxy solicitation had been needed. The company plans to file the amended charter terms with the Cayman Islands registrar.

Insights

SPAC governance and capital structure analyst

Ribbon’s SPAC investors approved a one-year merger deadline extension with structured monthly trust top-ups.

Ribbon Acquisition Corp. obtained stockholder approval to extend its deadline to complete an initial business combination from January 16, 2026 to January 16, 2027. This keeps the SPAC vehicle active for another year rather than liquidating on the original date. The vote was well supported, with 4,811,942 shares voting for and 164,735 against on the key proposals.

The amendments to the Investment Management Trust Agreement add a monthly payment of $125,000 into the trust account for each month the SPAC extends, while eliminating the ability to withdraw up to US$100,000 of interest for dissolution expenses. These mechanics increase funds held in trust over time and tighten access to interest for wind-up costs. Subsequent company filings are expected for each monthly extension payment as required by the approved proposal, providing ongoing visibility into use of the extension period.

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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

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. ☐

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.

1

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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

2

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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FAQ

What did Ribbon Acquisition Corp. (RIBB) stockholders approve at the Special Meeting?

Stockholders approved an Extension Amendment moving the business combination deadline from January 16, 2026 to January 16, 2027, along with related amendments to the Investment Management Trust Agreement and procedural proposals.

How many Ribbon Acquisition Corp. (RIBB) shares were eligible to vote and what was the quorum?

As of the December 9, 2025 record date, 6,470,000 ordinary shares were issued and outstanding and entitled to vote. At the Special Meeting, 4,976,677 shares, or 76.92% of the outstanding shares, were present, constituting a quorum.

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

Stockholders approved an amendment to the Investment Management Trust Agreement to extend the business combination deadline to January 16, 2027, add a monthly extension payment of $125,000 into the trust account for each extension month, and remove the provision allowing withdrawal of up to US$100,000 of interest to pay dissolution expenses.

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

With the approved Extension Amendment, the deadline to consummate an initial business combination moved from January 16, 2026 to January 16, 2027, or an earlier date set by the board of directors.

Did Ribbon Acquisition Corp. (RIBB) stockholders approve additional reporting for extension payments?

Yes. Stockholders approved a proposal requiring the company to make a filing for each monthly extension payment made in connection with the Extension Amendment and the Trust Amendment.

What adjournment authority did Ribbon Acquisition Corp. stockholders grant at the Special Meeting?

Stockholders approved a proposal directing the chairwoman of the Special Meeting to adjourn it, if necessary, to permit further proxy solicitation if there were insufficient votes to approve the Extension Amendment or the trust agreement amendment.