Ribbon Acquisition (RIBB) extends SPAC business combination deadline

Rhea-AI Filing Summary

Ribbon Acquisition Corp. has formally extended the time it has to complete its initial business combination. Shareholders approved a Second Amended and Restated Memorandum and Articles of Association that moves the deadline from January 16, 2026 to January 16, 2027.

The amended charter was approved at an extraordinary general meeting held on January 9, 2026 and became effective when filed with the Cayman Islands Registrar of Companies on January 23, 2026. This gives the SPAC an additional year to seek and close a target deal.

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

As previously reported, at an extraordinary general meeting held on January 9, 2026, the shareholders of Ribbon Acquisition Corp. (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”), which 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 became effective upon its filing with the Registrar of Companies of the Cayman Islands on January 23, 2026.

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 Second Amended and Restated Memorandum and Articles of Association, which is filed as Exhibit 3.1 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
3.1		Second Amended and Restated Memorandum and Articles of Association of Ribbon Acquisition Corp. (effective January 23, 2026).
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 28, 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 did Ribbon Acquisition Corp. (RIBB) change in this 8-K filing?

Ribbon Acquisition Corp. extended the deadline to complete its initial business combination by one year. Shareholders approved a Second Amended and Restated Memorandum and Articles of Association that moves the deadline from January 16, 2026 to January 16, 2027.

When did Ribbon Acquisition Corp. (RIBB) shareholders approve the extension?

Shareholders approved the extension at an extraordinary general meeting held on January 9, 2026. At that meeting, they passed a special resolution adopting the Second Amended and Restated Memorandum and Articles of Association that contains the new deadline.

When did Ribbon Acquisition Corp.’s amended charter become effective?

The amended charter became effective on January 23, 2026. That is when the Second Amended and Restated Memorandum and Articles of Association was filed with the Registrar of Companies of the Cayman Islands, formally implementing the new business combination deadline.

How long is Ribbon Acquisition Corp. (RIBB) now allowed to find a business combination?

Ribbon Acquisition Corp. now has until January 16, 2027 to consummate its initial business combination. This represents a one-year extension from the prior deadline of January 16, 2026, providing additional time to identify and close a suitable target transaction.

What exhibit is attached to this Ribbon Acquisition Corp. (RIBB) 8-K?

The 8-K includes Exhibit 3.1, which is the Second Amended and Restated Memorandum and Articles of Association of Ribbon Acquisition Corp., effective January 23, 2026. It also lists Exhibit 104, the cover page interactive data file embedded in the Inline XBRL document.

Why is the Ribbon Acquisition Corp. (RIBB) deadline extension important for investors?

The extension keeps Ribbon Acquisition Corp. active as a SPAC for another year. Without this change, it would have needed to complete a business combination by January 16, 2026 or consider liquidation. The new January 16, 2027 date preserves time to pursue a deal.