Ribbon Acquisition faces Nasdaq delisting risk

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.¹

(the "Company") received a written notice (the "Notice") from the Listing Qualifications Department of The Nasdaq¹

Stock Market LLC ("Nasdaq") indicating that the Company is not in compliance with the minimum market value of listed securities¹

("MVLS") requirement of $35,000,000 for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule¹

5550(b)(2) (the "MVLS Requirement").^{1 1}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, 2026.¹ 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.²

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.³ 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, Nasdaq⁴

Item 9.01.^{5 5}Financial Statements and Exhibits.⁵

(d) Exhibits.

Exhibit No.⁵

Description⁵

104⁵

Cover Page Interactive Data File (embedded within the Inline XBRL document)⁵

1⁵

SIGNATURES⁵

Pursuant to the requirements of the Securities⁵

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.⁵

RIBBON ACQUISITION CORP.⁵

By:⁵

/s/ Angshuman (Bubai) Ghosh⁵

Name:⁵

Angshuman (Bubai) Ghosh⁵

Title:⁵

Chief Executive Officer⁵

Date:

November 2, 2026

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