Ribbon Acquisition faces Nasdaq delisting over fees

Ribbon Acquisition Corp. disclosed that Nasdaq has moved to delist its securities after the company failed to pay listing fees required under Nasdaq Listing Rule 5250(f), with a past-due balance of $75,000.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Ribbon Acquisition Corp. disclosed that Nasdaq has moved to delist its securities after the company failed to pay listing fees required under Nasdaq Listing Rule 5250(f), with a past-due balance of $75,000. The company has received a staff determination letter from Nasdaq’s Listing Qualifications Department and plans to appeal this decision to a Hearings Panel.

Requesting a hearing, which carries a $20,000 fee, would automatically stay the suspension of trading and the filing of Form 25‑NSE while the Panel reviews the case. The company must submit its hearing request by June 11, 2026 and is in discussions with Nasdaq, but it cautions there is no assurance it will succeed in maintaining its Nasdaq listing.

Positive

None.

Negative

Nasdaq delisting process initiated: Nasdaq’s Listing Qualifications Department has determined to delist Ribbon Acquisition Corp.’s securities due to $75,000 in unpaid listing fees under Listing Rule 5250(f), creating significant risk that the company may lose its Nasdaq listing.

Insights

Unpaid Nasdaq fees have triggered a delisting process, creating real listing risk.

Ribbon Acquisition Corp. has accumulated a past-due Nasdaq fee balance of $75,000, violating Listing Rule 5250(f), which requires issuers to pay all applicable fees under the Rule 5900 Series. Nasdaq’s Listing Qualifications Department has therefore moved to delist the company’s securities.

The company intends to appeal to a Hearings Panel, paying a $20,000 hearing fee and filing its request by June 11, 2026. This appeal would temporarily stay suspension and Form 25‑NSE, but the company explicitly notes there is no assurance it will maintain its Nasdaq listing, highlighting meaningful risk around trading venue and liquidity.

8-K Event Classification

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

1 item

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.

Key Figures

Past-due Nasdaq fees: $75,000 Nasdaq hearing fee: $20,000 Hearing request deadline: June 11, 2026

3 metrics

Past-due Nasdaq fees $75,000 Past-due fee balance triggering Nasdaq delisting action

Nasdaq hearing fee $20,000 Fee required to request a Hearings Panel review

Hearing request deadline June 11, 2026 Deadline to submit Nasdaq hearing request by 4:00 p.m. ET

Key Terms

Nasdaq Listing Rule 5250(f), Nasdaq Rule 5900 Series, Form 25-NSE, Emerging growth company, +2 more

6 terms

Nasdaq Listing Rule 5250(f) regulatory

"failure to pay certain fees required under Nasdaq Listing Rule 5250(f)"

A Nasdaq listing rule that requires publicly traded companies to promptly notify the exchange if they fail to file required periodic reports, such as quarterly or annual financial statements. For investors, this is like a public warning light indicating a company missed a scheduled update; it matters because missed filings can signal operational, accounting or governance problems and may trigger regulatory scrutiny or delisting, increasing investment risk.

Nasdaq Rule 5900 Series regulatory

"fees required under Nasdaq Listing Rule 5250(f), which requires listed companies to pay all applicable fees described in the Nasdaq Rule 5900 Series"

Form 25-NSE regulatory

"the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision"

Form 25‑NSE is an official filing used to notify the stock exchange that a company’s securities are being removed from trading on that exchange, similar to handing in a key when a shop closes. Investors care because removal ends public trading on that venue, often cutting liquidity and making it harder to buy or sell shares, which can affect a stock’s price and how quickly investors can access cash or exit positions.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Listing Qualifications Department regulatory

"received a staff determination letter from the Listing Qualifications Department of The Nasdaq Stock Market"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

Hearings Panel regulatory

"The Notice states that the Company may appeal Nasdaq’s determination to a Hearings Panel"

A hearings panel is a review body at a stock exchange that hears the case when the exchange has decided a company no longer qualifies to keep its shares listed. The company presents a plan to regain compliance, and the panel decides whether the listing continues, on what conditions, and for how long. The decision can keep a stock trading or end its listing.

FAQ

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

Why is Ribbon Acquisition Corp. (RIBB) facing potential Nasdaq delisting?

Ribbon Acquisition Corp. faces potential Nasdaq delisting because it failed to pay required listing fees totaling $75,000 under Nasdaq Listing Rule 5250(f). Nasdaq’s Listing Qualifications Department issued a staff determination letter starting the delisting process based on this unpaid balance.

How much does Ribbon Acquisition Corp. (RIBB) owe Nasdaq in past-due fees?

Ribbon Acquisition Corp. currently has a past-due Nasdaq fee balance of $75,000. This unpaid amount under Nasdaq Listing Rule 5250(f) and the Rule 5900 Series triggered Nasdaq’s determination to delist the company’s securities from the exchange.

What steps is Ribbon Acquisition Corp. (RIBB) taking to oppose the Nasdaq delisting?

Ribbon Acquisition Corp. intends to appeal Nasdaq’s delisting determination to a Hearings Panel and engage in discussions about the overdue fees. Requesting a hearing will stay suspension and Form 25‑NSE while the Panel reaches a decision on the company’s listing status.

What is the deadline for Ribbon Acquisition Corp. (RIBB) to request a Nasdaq hearing?

Ribbon Acquisition Corp. must submit its request for a Nasdaq hearing by 4:00 p.m. Eastern Time on June 11, 2026. Filing this request on time will automatically stay suspension of its securities and delay Form 25‑NSE during the Hearings Panel review.

What additional cost will Ribbon Acquisition Corp. (RIBB) incur to appeal the Nasdaq decision?

To appeal Nasdaq’s delisting determination, Ribbon Acquisition Corp. must pay a hearing fee of $20,000. This fee is required when requesting a hearing before a Nasdaq Hearings Panel, which temporarily preserves the listing while the appeal is considered.

Can Ribbon Acquisition Corp. (RIBB) guarantee it will keep its Nasdaq listing?

Ribbon Acquisition Corp. explicitly states there can be no assurance it will successfully maintain its Nasdaq listing. Even though it plans to appeal and is negotiating with Nasdaq over outstanding fees, the final outcome of the listing review remains uncertain.

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

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/05/2026 - 05:00 PM

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): June 4, 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 June 4, 2026, Ribbon Acquisition Corp. (the “Company”) received a staff determination letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that Nasdaq has determined to delist the Company’s securities from Nasdaq due to the Company’s failure to pay certain fees required under Nasdaq Listing Rule 5250(f), which requires listed companies to pay all applicable fees described in the Nasdaq Rule 5900 Series.

According to the Notice, the Company’s past due fee balance currently totals $75,000. The Notice states that the Company may appeal Nasdaq’s determination to a Hearings Panel, which the Company intends to do. The hearing request will automatically stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. The Company’s request for a hearing must be submitted no later than 4:00 p.m. Eastern Time on June 11, 2026. The fee for the hearing is $20,000.

The Company is currently engaged in discussions with Nasdaq regarding the outstanding fees and is working to resolve the matter promptly. However, there can be no assurance that the Company will be successful in maintaining the listing of its securities on Nasdaq.

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:	June 5, 2026

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Ribbon Acquisition faces Nasdaq delisting over fees