Ribbon Acquisition Corp.

8-K · ea0294301-8k_ribbon.htm iXBRL

0002035016

 2026-06-10
 2026-06-10

 0002035016

 RIBB:ClassOrdinarySharesOrdinaryMember

 2026-06-10
 2026-06-10

 0002035016

 RIBB:UnitsMember

 2026-06-10
 2026-06-10

 0002035016

 us-gaap:RightsMember

 2026-06-10
 2026-06-10

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 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: June 10, 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 Ordinary shares, par value $0.0001 per share
  
 RIBB
  
 The Nasdaq Stock Market LLC

 Units
  
 RIBBU
  
 The Nasdaq Stock Market LLC

 Rights
  
 RIBBR
  
 The Nasdaq Stock Market LLC

  

  

  

  

  

  

 ITEM 8.01. Other Events.

  

 An
aggregate of $125,000 (the “Extension Payment”) has been deposited into the trust account of Ribbon Acquisition Corp.
(the “Company”) for its public shareholders, which enables the Company to further extend the period of time it has to
consummate its initial business combination by one month (the “Extension”) from June 15, 2026 to July 15, 2026.

  

 On June 9, 2026, the Company
received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that it has regained compliance with Nasdaq Listing Rule 5250(f) following the payment of its past due fee balance. Accordingly, the matter
described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 5, 2026, regarding
its non-compliance with Nasdaq Listing Rule 5250(f) has been resolved, and the Company is now in compliance with all applicable Nasdaq
continued listing requirements.

  

 1

  

  

 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.

  

 June 10, 2026

  

 Ribbon Acquisition Corp.
  

  
  

 By:
 /s/ Angshuman (Bubai) Ghosh
  

 Name:
 Angshuman (Bubai) Ghosh
  

 Title:
 Chief Executive Officer
  

  

 2