RIDGEFIELD ACQUISITION CORP Material Event - Investor Update

Ridgefield Acquisition Corp just executed an extraordinary corporate maneuver. Here's what every investor needs to know about this critical update, broken down for retail investors:

1. What happened? (Event Description) On January 15, 2026, Ridgefield Acquisition Corp implemented a highly unusual and impactful corporate action. At 6:00 p.m. Eastern Time, the company performed a 1-for-10,000 reverse stock split, consolidating every 10,000 shares of common stock into just one share. Immediately afterward, at 6:01 p.m. Eastern Time, they conducted a 10,000-for-1 forward stock split, effectively converting that single share back into 10,000 shares.

This two-step process had a critical outcome: Ridgefield forcibly cashed out any shareholder who owned fewer than 10,000 shares of common stock before these splits, paying them $0.02 per share. Shareholders holding 10,000 shares or more saw their total share count remain unchanged. This maneuver effectively eliminated a vast number of small shareholders from the company's records.

2. When did it happen? (Event Date/Timeline) These events became effective on January 15, 2026, with the reverse split at 6:00 p.m. ET and the forward split following one minute later. The company officially disclosed these actions in an 8-K regulatory filing with the SEC.

3. Why did it happen? Ridgefield Acquisition Corp operates as a "Special Purpose Acquisition Company" (SPAC). SPACs typically raise capital through an Initial Public Offering (IPO) to acquire a private company and bring it public. They usually have a limited timeframe, often 18-24 months, to complete such a merger. If a SPAC fails to do so, it often liquidates and returns funds to shareholders.

This "reverse then forward" split is a highly specific and aggressive maneuver designed primarily to drastically reduce the number of shareholders. By eliminating small holdings, the company significantly cuts administrative costs associated with maintaining a public company, such as regulatory filings, shareholder communications, and annual meetings. This action strongly indicates that Ridgefield is likely preparing to either "go private" (meaning its shares will no longer trade on a public exchange) or proceed with a full "liquidation" (selling off any remaining assets and distributing the proceeds to the remaining shareholders).

The $0.02 per share cash-out price represents an extremely low valuation. While the board determined this value for small holders, it suggests the company is in a distressed state or possesses limited remaining assets. This price reflects a forced exit rather than a market-driven valuation.

4. Why does this matter? (Impact Assessment) This event profoundly alters Ridgefield's structure and future.

• For Ridgefield: The company drastically reduced its shareholder base, streamlining operations and paving the way for easier execution of future corporate actions, such as a private transaction or liquidation.
• For Investors:
  • If you held less than 10,000 shares: Your investment in Ridgefield is now closed. The company forced you to sell your shares for $0.02 each.
  • If you held 10,000 shares or more: Your share count remains unchanged. However, the company you own a piece of has signaled a clear strategic shift away from being a broadly held public entity. The path to creating value through public market operations is now severely diminished.

Key Risks for Remaining Shareholders:

• Severely Reduced Liquidity: With fewer shareholders and a likely move towards delisting, trading Ridgefield shares will become extremely difficult.
• Potential Delisting: The company may delist from its current exchange, further hindering trading and market visibility.
• Further Value Erosion: If the company liquidates, the final value distributed to shareholders can be uncertain and potentially lower than current expectations.
• Uncertain Future: The company's future is now highly uncertain, with a strong likelihood of either going private or liquidating. Neither outcome typically benefits public minority shareholders.

5. Who is affected? (Impact Assessment) This action directly impacts several groups:

• Small Shareholders (under 10,000 shares): The company directly and forcibly removed you from your investment, paying $0.02 per share. This forced sale is a taxable event (capital gain or loss) you will need to report.
• Larger Shareholders (10,000 shares or more): While you retain your shares, the nature of your investment has fundamentally changed. You now hold a stake in a company likely winding down its public presence.
• Management: The company's leadership executed this plan. They will now focus on the new, streamlined shareholder base and the strategic path this maneuver enables.

6. What happens next? The company's next steps will likely build on this significant change:

• Fewer Shareholders: Ridgefield now has a significantly smaller number of shareholders, which simplifies administrative tasks and reduces costs.
• Potential Further Actions: This move almost certainly precedes other major corporate events. Expect announcements regarding:
  • Delisting: If the company delists, trading its shares will become significantly more difficult, potentially limited to illiquid over-the-counter (OTC) markets or private transactions.
  • Going Private: The company may pursue a transaction to become fully private. This could involve another offer to remaining shareholders, often at a valuation the company determines.
  • Liquidation: In a liquidation, the company sells remaining assets and distributes proceeds to shareholders, typically after paying creditors. The final value shareholders receive can be uncertain.
• No Shareholder Vote Required: This specific action (the splits) has already been completed and did not require a shareholder vote.
• Ongoing Regulatory Filings: Ridgefield will continue to make necessary regulatory filings as its situation evolves. These filings will be the primary source of information on its next steps.

7. What should investors/traders know? (Key Takeaways for Investors) Here are the key takeaways for investors:

• If you were cashed out: Confirm you have received $0.02 per share for your holdings. This forced sale is a taxable event, so consult a tax advisor regarding capital gains or losses. Your brokerage account should reflect the share removal and cash deposit.
• If you still hold shares: This event sends a very strong signal about the company's future. The $0.02 cash-out price indicates an extremely low valuation. Your investment has shifted from a publicly traded equity to a stake in a company likely preparing for a private transaction or liquidation.
• Expect Extremely Low Liquidity: If the company remains publicly traded for a period, its stock will likely become very illiquid, making it difficult to buy or sell shares at a fair price.
• Re-evaluate Your Investment: Does this news align with your original investment thesis? Given the drastic change in the company's structure and likely future, you must reassess your position and consider the implications for your portfolio.
• Stay Tuned: Closely monitor official announcements from Ridgefield and reliable business news sources for updates on their next steps.