Ribbon Acquisition (NASDAQ: RIBB) pushes SPAC merger deadline to 2027

Rhea-AI Filing Summary

Ribbon Acquisition Corp. obtained shareholder approval to extend the deadline to complete its initial business combination from January 16, 2026 to January 16, 2027. The company entered into an amendment to its Investment Management Trust Agreement with Odyssey Transfer and Trust Company to reflect this new timeline and to remove its prior ability to withdraw up to $100,000 of interest from the trust account for dissolution expenses. Shareholders also approved a Second Amended and Restated Memorandum and Articles of Association, which will take effect upon filing in the Cayman Islands and similarly extends the business combination deadline to January 16, 2027.

Insights

SPAC structure and governance analyst

Ribbon extends its SPAC deal deadline to January 2027.

Ribbon Acquisition Corp. has secured shareholder approval to push its business combination deadline out by one year, from January 16, 2026 to January 16, 2027. This is implemented through both an amendment to the Investment Management Trust Agreement and a Second Amended and Restated Memorandum and Articles of Association.

The trust amendment also removes the company’s prior ability to withdraw up to $100,000 of interest from the trust account for dissolution expenses. That change modestly strengthens trust protection for public holders because more interest remains locked in unless a business combination or other permitted use occurs.

The effective date of the new charter terms depends on filing with the Cayman Islands Registrar of Companies, so timing of that step will determine when the extended deadline becomes fully operative in the company’s governing documents.

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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 (date of earliest event reported): January 9, 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

As approved by its shareholders at an extraordinary general meeting held on January 9, 2026 (the “Meeting”), Ribbon Acquisition Corp. (the “Company”) entered into Amendment No. 1 to the Investment Management Trust Agreement, dated as of January 9, 2026, to the Investment Management Trust Agreement dated as of January 14, 2025, by and between the Company and Odyssey Transfer and Trust Company, as trustee (the “Trust Amendment”).

The Trust Amendment amends the Investment Management Trust Agreement to, among other things, (i) reflect the extension of the date by which the Company must consummate an initial business combination from January 16, 2026 to January 16, 2027 and (ii) eliminate the Company’s ability to withdraw up to $100,000 of interest earned on the trust account to pay dissolution expenses.

The foregoing description of the Trust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Trust Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Also at the Meeting, the shareholders of the Company approved, by special resolution, the adoption of the Company’s Second Amended and Restated Memorandum and Articles of Association (the “Second A&R M&A”). The Second A&R M&A extends the date by which the Company must consummate an initial business combination from January 16, 2026 to January 16, 2027.

The Second A&R M&A will become effective upon the Company’s filing thereof with the Registrar of Companies of the Cayman Islands.

The foregoing description of the Second A&R M&A does not purport to be complete and is qualified in its entirety by reference to the form of Second Amended and Restated Memorandum and Articles of Association, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Amendment to the Investment Management Trust Agreement, dated January 9, 2026, by and between Ribbon Acquisition Corp and Odyssey Transfer and Trust Company.
10.2		Form of Second Amended and Restated Memorandum and Articles of Association.
104		Cover Page Interactive Data File (embedded with 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.

January 26, 2026

Ribbon Acquisition Corp
By:	/s/ Angshuman (Bubai) Ghosh
Name:	Angshuman (Bubai) Ghosh
Title:	Chief Executive Officer and Chairman

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FAQ

What key change did Ribbon Acquisition Corp (RIBB) disclose in this 8-K?

The company disclosed that shareholders approved extending the deadline to complete its initial business combination from January 16, 2026 to January 16, 2027.

How did Ribbon Acquisition Corp (RIBB) implement the new SPAC deadline?

The extension to January 16, 2027 is implemented through Amendment No. 1 to the Investment Management Trust Agreement and a Second Amended and Restated Memorandum and Articles of Association.

What change was made to Ribbon Acquisition Corp’s trust account terms?

The trust amendment eliminates the company’s ability to withdraw up to $100,000 of interest from the trust account to pay dissolution expenses.

When was the extension of Ribbon Acquisition Corp’s business combination deadline approved?

Shareholders approved the extension at an extraordinary general meeting held on January 9, 2026.

When will Ribbon Acquisition Corp’s new charter terms become effective?

The Second Amended and Restated Memorandum and Articles of Association will become effective upon filing with the Registrar of Companies of the Cayman Islands.

Which exhibits were filed with Ribbon Acquisition Corp’s 8-K?

Exhibits include 10.1 (Trust Agreement amendment), 10.2 (Second Amended and Restated Memorandum and Articles of Association form), and 104 (cover page Inline XBRL data file).