UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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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