Ribbon Acquisition Corp. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-42474 Ribbon Acquisition Corporation (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.) Central Park Tower LaTour Shinjuku Room 3001 6-15-1 Nishi Shinjuku , Shinjuku-ku Tokyo 160-0023 Japan (Address of principal executive offices and zip code) +81 9085083462 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share and one Right RIBBU The Nasdaq Stock Market LLC Class A Ordinary Shares, par value $0.0001 per share RIBB The Nasdaq Stock Market LLC Rights, each entitling the holder to receive one-seventh (1/7) of one Class A Ordinary Share RIBBR The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐ As of March 31, 2026, there were 4,793,446 ordinary shares, par value $0.0001 per share, issued and outstanding. Ribbon Acquisition Corporation EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K of Ribbon Acquisition Corporation (the “Company”) for the fiscal year ended December 31, 2025, as originally filed with the Securities and Exchange Commission on March 31, 2026 (the “Original Filing”). This Amendment is being filed solely to include the Company’s Clawback Policy as Exhibit 97.1 to the Original Filing. No other changes have been made to the Original Filing. This Amendment does not reflect events occurring after the filing of the Original Filing and does not modify or update the disclosures contained in the Original Filing in any way other than as described above. PART IV Item 15. Exhibits, Financial Statement Schedules. The following Exhibits are filed as part of this Amendment: EXHIBIT INDEX Exhibit No. Description 1.1* Underwriting Agreement, dated January 14, 2025, by and between the Company and A.G.P./Alliance Global Partners, as representative of the underwriters named therein 3.1* Amended and Restated Memorandum and Articles of Association 4.1** Specimen Unit Certificate 4.2** Specimen Ordinary Shares Certificate 4.3** Specimen Rights Certificate 4.4* Rights Agreement by and between Odyssey Trust Company and the Registrant 5.1*** Opinion of Sichenzia Ross Ference Carmel LLP 5.2*** Opinion of Ogier 10.1* Letter Agreement among the Registrant and the Sponsor, Officers, and Directors 10.2* Investment Management Trust Agreement by and between Odyssey Trust Company and the Registrant 10.3* Registration Rights Agreement by and between the Registrant and Insiders 10.4* Form of Private Units Purchase Agreement between the Registrant and the Sponsor 10.5* Form of Indemnity Agreement by and between the Company and each of the officers and directors of the Company 10.6* Administrative Services Agreement 10.7** Securities Subscription Agreement, as amended, between the Registrant and Ribbon Investment Company Ltd 10.8** Amended and Restated Promissory Note, dated August 13, 2024, issued to the Sponsor 14.1**** Code of Ethics 31.1**** Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2**** Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1**** Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2**** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97.1**** Clawback Policy 101.INS**** Inline XBRL Instance Document. 101.SCH**** Inline XBRL Taxonomy Extension Schema Document. 101.CAL**** Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF**** Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB**** Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE**** Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104**** Cover Page Interactive Data File (Embedded as Inline XBRL document and contained in Exhibit 101). * Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on January 14, 2025. ** Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on August 28, 2024. *** Incorporated by reference to the Registrant’s Registration Statement on Form S-1 filed on January 8, 2025. **** Filed herewith 1 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Ribbon Acquisition Corporation By: /s/ Angshuman (Bubai) Ghosh Name: Mr. Angshuman (Bubai) Ghosh Title: Chief Executive Officer and Chairman (Principal Executive Officer) Ribbon Acquisition Corporation By: /s/ Zhiyang (Anna) Zhou Name: Zhiyang (Anna) Zhou Title: Chief Financial Officer (Principal Accounting and Financial Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Angshuman (Bubai) Ghosh Chief Executive Officer and Chairman April 23, 2026 Mr. Angshuman (Bubai) Ghosh (Principal Executive Officer) /s/ Zhiyang (Anna) Zhou Chief Financial Officer April 23, 2026 Zhiyang (Anna) Zhou (Principal Accounting and Financial Officer) 2