Ribbon Acquisition Corp. 8-K

What Happened

• On January 9, 2026 Ribbon Acquisition Corp. held a Special Meeting and announced that stockholders approved an amendment to extend the deadline to complete an initial business combination from January 16, 2026 to January 16, 2027. The record date was December 9, 2025; 6,470,000 ordinary shares were outstanding and 4,976,677 shares (76.92%) were present or represented by proxy.

Key Details

• Extension approved (Proposal 1): For 4,811,942; Against 164,735; Abstain 0.
• Trust amendment approved (Proposal 2 & 3): extends the trust deadline to Jan 16, 2027 and (i) requires a monthly extension payment of $125,000 to be deposited into the trust account and (ii) removes the provision permitting withdrawal of up to $100,000 of interest earned on the trust to pay dissolution expenses. Vote counts for Proposals 2 and 3 matched Proposal 1 (4,811,942 For; 164,735 Against).
• Reporting and adjournment items: Proposal 4 (requiring the Company to file a current report on Form 8‑K for each monthly extension payment) passed (For 4,811,941; Against 164,735; Abstain 1). Proposal 5 (authority to adjourn for further solicitation if needed) also passed (4,811,942 For).
• The Company intends to promptly file the approved amendment to its Amended and Restated Memorandum and Articles of Association with the Cayman Islands Registrar of Companies.

Why It Matters

• The approved one-year extension gives Ribbon more time to complete a merger or acquisition (the SPAC business combination) without liquidating by the original January 16, 2026 deadline.
• The monthly $125,000 extension payment and the removal of the $100,000 interest-withdrawal provision change how funds in the trust are handled and will be reported on Form 8‑K per the vote — important details for investors who track trust account protections and timing of a potential deal.