RIBBR · Ribbon Acquisition Corp.

This Amendment No. 1 to the Annual Report on Form 10-K for Ribbon Acquisition Corporation (the 'Company') is filed solely to include the Company's Clawback Policy as Exhibit 97.1. The Original Filing, dated March 31, 2026, covered the fiscal year ended December 31, 2025. No other changes have been made, and this amendment does not reflect events occurring after the original filing date.

As a special purpose acquisition company (SPAC), Ribbon Acquisition Corporation has no operations and its sole purpose is to effect a merger, share exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. The Company completed its initial public offering in January 2025, raising proceeds held in trust. As of the filing date, the Company had not yet identified a target and remains a shell company.

The Clawback Policy adopted by the Board is designed to comply with Section 10D of the Exchange Act and applicable listing standards. It provides for the recoupment of certain executive compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements. The policy applies to current and former executive officers and covers incentive-based compensation granted, earned, or vested based on financial reporting measures. The Board has the discretion to determine the method of recoupment, which may include reimbursement, cancellation of awards, or offsetting future compensation.

This amendment does not alter the financial statements or business outlook. Investors should refer to the Original Filing for complete financial information and risk factors.