UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
On October 30, 2026, Ribbon Acquisition Corp. (the “Company”) received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with the minimum market value of listed securities (“MVLS”) requirement of $35,000,000 for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). The Notice stated that the Company’s MVLS had been below $35,000,000 for 30 consecutive business days, from September 18, 2026 through October 29, 2026. The Notice also indicated that the Company does not satisfy the alternative continued listing requirements under Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3), relating to stockholders’ equity and net income from continuing operations, respectively.
In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided an initial compliance period of 180 calendar days, or until April 28, 2027, to regain compliance with the MVLS Requirement. To regain compliance, the Company’s MVLS must close at $35,000,000 or more for a minimum of 10 consecutive business days during the compliance period, subject to Nasdaq’s discretion to require a longer period of up to 20 consecutive business days. If the Company regains compliance, Nasdaq will provide written confirmation of compliance and the matter will be closed.
The Notice has no immediate effect on the listing or trading of the Company’s Class A ordinary shares, which will continue to trade on The Nasdaq Capital Market under the symbol “RIBB,” subject to the Company’s continued compliance with Nasdaq’s other listing requirements.
The Company intends to monitor its MVLS and evaluate available options to regain compliance with the MVLS Requirement. If the Company does not regain compliance by April 28, 2027, Nasdaq will provide written notification that the Company’s securities are subject to delisting. At that time, the Company may be eligible to appeal Nasdaq’s determination to a Nasdaq Hearings Panel in accordance with the applicable Nasdaq Listing Rules. There can be no assurance that the Company will regain compliance with the MVLS Requirement or otherwise maintain compliance with Nasdaq’s continued listing requirements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (embedded within 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.
| RIBBON ACQUISITION CORP. | ||
| By: | /s/ Angshuman (Bubai) Ghosh | |
| Name: | Angshuman (Bubai) Ghosh | |
| Title: | Chief Executive Officer | |
| Date: | November 2, 2026 | |
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