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Current Report · Items 3.01 · 8-K

Ribbon Acquisition Corp.

RIBBNASDAQEQUITYCurrent

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On June 4, 2026, Ribbon Acquisition Corp. (the “Company”) received a staff determination letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that Nasdaq has determined to delist the Company’s securities from Nasdaq du…

Filed Jun 5, 2026Accepted Jun 5, 2026, 5:00 PM EDTCIK 2035016Accession 0001213900-26-065883
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Company context

We are a blank check company incorporated in the Cayman Islands on July 17, 2024 as an exempted company with limited liability (meaning that our public shareholders have no liability, as shareholders of our company, for the liabilities of our company over and above the amount paid for their shares). We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular geographic location. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. Additionally, we have not engaged or retained any agent or other representative to identify or locate any suitable acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target business.

Current securities

Recent company filings

  1. Other EventsSep 17, 2026
  2. Other EventsSep 11, 2026
  3. Submission of Matters to a Vote of Security HoldersSep 11, 2026
  4. Entry into a Material Definitive Agreement · Unregistered Sales of Equity SecuritiesSep 3, 2026
  5. Other EventsAug 17, 2026

Disclosure sections

Items 3.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 3.01Item 3.01 - Notice of Delisting
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing On June 4, 2026, Ribbon Acquisition Corp. (the “Company”) received a staff determination letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that Nasdaq has determined to delist the Company’s securities from Nasdaq due to the Company’s failure to pay certain fees required under Nasdaq Listing Rule 5250(f), which requires listed companies to pay all applicable fees described in the Nasdaq Rule 5900 Series. According to the Notice, the Company’s past due fee balance currently totals $75,000. The Notice states that the Company may appeal Nasdaq’s determination to a Hearings Panel, which the Company intends to do. The hearing request will automatically stay the suspension of the Company's securities and the filing of the Form 25-NSE pending the Panel's decision. The Company’s request for a hearing must be submitted no later than 4:00 p.m. Eastern Time on June 11, 2026. The fee for the hearing is $20,000. The Company is currently engaged in discussions with Nasdaq regarding the outstanding fees and is working to resolve the matter promptly. However, there can be no assurance that the Company will be successful in maintaining the listing of its securities on Nasdaq.