Ribbon Acquisition (RIBB) updates 10-K to file new clawback policy

Rhea-AI Filing Summary

Ribbon Acquisition Corporation filed an amendment to its annual report for the year ended December 31, 2025. The amendment is narrow in scope and is being made solely to add the company’s Clawback Policy as Exhibit 97.1, without changing any other disclosures in the original filing.

The company’s securities, including its units, Class A ordinary shares, and rights, remain listed on The Nasdaq Stock Market. As of March 31, 2026, there were 4,793,446 ordinary shares outstanding.

Key Figures

Ordinary shares outstanding: 4,793,446 shares Par value per Class A ordinary share: $0.0001 per share Rights conversion ratio: 1/7 of one share per right +1 more

4 metrics

Ordinary shares outstanding 4,793,446 shares As of March 31, 2026

Par value per Class A ordinary share $0.0001 per share Class A ordinary shares

Rights conversion ratio 1/7 of one share per right Each right entitles holder to one-seventh of a Class A ordinary share

Exchange listing The Nasdaq Stock Market LLC Units (RIBBU), Class A shares (RIBB), Rights (RIBBR)

Key Terms

Clawback Policy, emerging growth company, Code of Ethics, Inline XBRL, +1 more

5 terms

Clawback Policy financial

"This Amendment is being filed solely to include the Company’s Clawback Policy as Exhibit 97.1"

A clawback policy is a company rule that lets the firm take back pay, bonuses or stock awards from current or former executives if results are later found to be incorrect, misconduct occurred, or targets were missed. It matters to investors because it helps protect the value of their holdings by discouraging risky or fraudulent behavior and ensuring executive rewards reflect real, verified performance—think of it as a return policy for executive pay.

emerging growth company regulatory

"See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2"

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.

Code of Ethics regulatory

"14.1**** | | Code of Ethics"

Inline XBRL technical

"101.INS**** | | Inline XBRL Instance Document."

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Rights Agreement financial

"4.4* | | Rights Agreement by and between Odyssey Trust Company and the Registrant"

A rights agreement is a contract that grants existing shareholders special rights—commonly the option to buy additional shares at a set price or to trigger protections if a takeover is attempted. Think of it like a neighborhood watch rule that lets current homeowners buy extra lots or lock the gate when an outsider tries to take over the block; it matters to investors because it can dilute or protect share value and influence takeover outcomes.

How to Read a 10-K Annual Report →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No.1)

☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to           

Commission File Number 001-42474

Ribbon Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Central Park Tower LaTour Shinjuku Room 3001
6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023
Japan

(Address of principal executive offices and zip code)

+81 9085083462

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share and one Right		RIBBU		The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share		RIBB		The Nasdaq Stock Market LLC
Rights, each entitling the holder to receive one-seventh (1/7) of one Class A Ordinary Share		RIBBR		The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐   No ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒   No ☐

As of March 31, 2026, there were 4,793,446 ordinary shares, par value $0.0001 per share, issued and outstanding.

Ribbon Acquisition Corporation

EXPLANATORY NOTE

This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of Ribbon Acquisition Corporation (the “Company”) for the fiscal year ended December 31, 2025, as originally filed with the Securities and Exchange Commission on March 31, 2026 (the “Original Filing”).

This Amendment is being filed solely to include the Company’s Clawback Policy as Exhibit 97.1 to the Original Filing.

No other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosures contained in the Original Filing in any way other than as described above.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

The following Exhibits are filed as part of this Amendment:

EXHIBIT INDEX

Exhibit No.		Description
1.1*		Underwriting Agreement, dated January 14, 2025, by and between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters named therein
3.1*		Amended and Restated Memorandum and Articles of Association
4.1**		Specimen Unit Certificate
4.2**		Specimen Ordinary Shares Certificate
4.3**		Specimen Rights Certificate
4.4*		Rights Agreement by and between Odyssey Trust Company and the Registrant
5.1***		Opinion of Sichenzia Ross Ference Carmel LLP
5.2***		Opinion of Ogier
10.1*		Letter Agreement among the Registrant and the Sponsor, Officers, and Directors
10.2*		Investment Management Trust Agreement by and between Odyssey Trust Company and the Registrant
10.3*		Registration Rights Agreement by and between the Registrant and Insiders
10.4*		Form of Private Units Purchase Agreement between the Registrant and the Sponsor
10.5*		Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company
10.6*		Administrative Services Agreement
10.7**		Securities Subscription Agreement, as amended, between the Registrant and Ribbon Investment Company Ltd
10.8**		Amended and Restated Promissory Note, dated August 13, 2024, issued to the Sponsor
14.1****		Code of Ethics
31.1****		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2****		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1****		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2****		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1****		Clawback Policy
101.INS****		Inline XBRL Instance Document.
101.SCH****		Inline XBRL Taxonomy Extension Schema Document.
101.CAL****		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF****		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB****		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE****		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104****		Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101).

*	Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 14, 2025.
**	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on August 28, 2024.
***	Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on January 8, 2025.
****	Filed herewith

1

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Ribbon Acquisition Corporation
	By:	/s/ Angshuman (Bubai) Ghosh
	Name:	Mr. Angshuman (Bubai) Ghosh
	Title:	Chief Executive Officer and Chairman
		(Principal Executive Officer)

	Ribbon Acquisition Corporation
	By:	/s/ Zhiyang (Anna) Zhou
	Name:	Zhiyang (Anna) Zhou
	Title:	Chief Financial Officer
		(Principal Accounting and Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Angshuman (Bubai) Ghosh		Chief Executive Officer and Chairman		April 23, 2026
Mr. Angshuman (Bubai) Ghosh		(Principal Executive Officer)
/s/ Zhiyang (Anna) Zhou		Chief Financial Officer		April 23, 2026
Zhiyang (Anna) Zhou		(Principal Accounting and Financial Officer)

2

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FAQ

What does Ribbon Acquisition Corporation (RIBB) change in this 10-K/A?

The amendment adds Ribbon Acquisition Corporation’s Clawback Policy as Exhibit 97.1 to its annual report. No other disclosures, financial statements, or narrative sections from the original filing are modified or updated by this amendment.

Why did Ribbon Acquisition Corporation (RIBB) file this annual report amendment?

Ribbon Acquisition Corporation filed the amendment solely to include its Clawback Policy as Exhibit 97.1. The company states this is the only change, and the amendment does not reflect new events or revise other parts of the original annual report.

How many Ribbon Acquisition Corporation ordinary shares are outstanding?

As of March 31, 2026, Ribbon Acquisition Corporation had 4,793,446 ordinary shares outstanding. These shares have a par value of $0.0001 per share and trade on The Nasdaq Stock Market under the symbol RIBB.

Which securities of Ribbon Acquisition Corporation are listed on Nasdaq?

Ribbon Acquisition Corporation lists its units (RIBBU), Class A ordinary shares (RIBB), and rights (RIBBR) on The Nasdaq Stock Market. Each right entitles the holder to receive one-seventh of one Class A ordinary share.

Who are the principal officers signing Ribbon Acquisition Corporation’s amendment?

The amendment is signed on behalf of Ribbon Acquisition Corporation by Mr. Angshuman (Bubai) Ghosh, Chief Executive Officer and Chairman, and Zhiyang (Anna) Zhou, Chief Financial Officer and Principal Accounting and Financial Officer.

What key governance exhibits accompany Ribbon Acquisition Corporation’s filing?

Governance-related exhibits include the Code of Ethics, officer certifications under Sections 302 and 906 of the Sarbanes-Oxley Act, and now the Clawback Policy as Exhibit 97.1, along with various agreements and XBRL data files.