Financial Performance - As of September 30, 2025, the company reported a net income of $62,142 for the three months ended, with operating expenses of $463,712 and income from marketable securities of $525,854[127]. - For the nine months ended September 30, 2025, the company had a net income of $569,295, consisting of operating expenses of $892,007 and income from marketable securities of $1,461,302[127]. - The company has a working capital deficit of $190,092 as of September 30, 2025, with net cash used in operating activities amounting to $637,983[131]. IPO and Trust Account - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[128]. - A total of $50,000,000 from the IPO was placed in a trust account, which will be invested in U.S. government treasury bills or money market funds[129]. - The underwriters are entitled to a cash underwriting discount of 2% of the gross proceeds from the IPO, amounting to $1,000,000[135]. Business Combination - The company entered into a Business Combination Agreement with DRC Medicine Inc. on June 30, 2025, with no material changes to the terms as of the report date[123]. - The aggregate merger consideration for the business combination will be determined by dividing 350,000,000 by the redemption price of the Class A Ordinary Shares[138]. - The company incurred significant costs in pursuit of its acquisition plans and expects to continue doing so[132]. Timeline and Liquidation - The company has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[132].

Financial Performance - The company had a net income of $271,297 for the three months ended June 30, 2025, with operating expenses of $242,894 and income from marketable securities of $514,191[100] - For the six months ended June 30, 2025, the company reported a net income of $507,153, consisting of operating expenses of $428,295 and income from marketable securities of $935,448[100] IPO and Fundraising - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[101] - An additional $2,220,000 was generated from the sale of 220,000 private placement units at $10.00 each[101] - The company intends to use the net proceeds from the IPO and private placement primarily for its initial business combination and related expenses[103] Cash and Working Capital - As of June 30, 2025, the company had $292,628 in cash and a working capital of $273,620[104] Business Combination and Liquidation - The company has until January 16, 2026, to complete its initial business combination, or it will trigger an automatic winding up and liquidation[105] - The aggregate merger consideration for the business combination is set at $350,000,000, with the redemption price affecting the number of shares issued[97] - The company has incurred and expects to continue incurring significant costs in pursuit of its acquisition plans[105] Reporting and Compliance - There are no off-balance sheet arrangements or significant contractual obligations as of June 30, 2025[106] - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years or until it no longer qualifies[117] - Exemptions may include not providing an auditor's attestation report on internal controls over financial reporting and certain executive compensation disclosures[117]

Company Overview - DRC Medicine Ltd. is an innovative healthcare and biotechnology company based in Tokyo, Japan, focusing on advanced medical technologies to address global health challenges [3][10] - The company is known for its proprietary Hydro Silver Titanium® technology, which is being developed into therapeutic masks for seasonal allergic rhinitis and a pipeline of In Vitro Diagnostic (IVD) kits for infectious diseases and allergen detection [3][10] - DRC Medicine is also negotiating to acquire an innovative ATP-enhancing drug for Parkinson's disease, currently in clinical trials [3][10] Business Combination Agreement - DRC Medicine has entered into a business combination agreement with Ribbon Acquisition Corp., a special purpose acquisition company, which will lead to DRC becoming publicly traded [2][4] - The proposed transaction implies a pre-money equity value of approximately $350 million for DRC on a fully diluted basis and is expected to provide around $50 million in cash from Ribbon's IPO proceeds [6][8] - Current shareholders of DRC Medicine will retain 100% of their equity and will own approximately 82.91% of the combined company on a pro forma basis, assuming no redemptions by Ribbon's shareholders [6][8] Strategic Focus and Market Trends - The company aims to invest in more IVD kits paired with AI-powered applications to enhance universal diagnostics, addressing the rising demand for better respiratory protection and faster, more accurate IVD kits [4] - DRC's management believes that the growth of airborne allergens, respiratory diseases, and infectious diseases presents significant market opportunities [4] - The combined company is expected to leverage its experienced management team and technology specialists to innovate and expand its healthcare and biotechnology applications in the global market [4]

Financial Performance - The company had a net income of $235,856 for the three months ended March 31, 2025, consisting of operating expenses of $185,401 and income from marketable securities of $421,257[87]. - As of March 31, 2025, the company had $536,022 in cash and a working capital of $516,514[91]. IPO and Fundraising - The company completed its IPO on January 16, 2025, raising gross proceeds of $50,000,000 from the sale of 5,000,000 units at $10.00 per unit[88]. - An additional $2,220,000 was raised from the sale of 220,000 Private Placement Units at $10.00 each, bringing total gross proceeds to $52,220,000[88]. - The company plans to use the net proceeds from the IPO and private placement primarily for its initial business combination and related expenses[90]. - The underwriters are entitled to a cash underwriting discount of 2% of the gross proceeds from the IPO, amounting to $1,000,000[96]. Business Operations and Risks - The company has until January 16, 2026, to complete its initial business combination, or it will face automatic winding up and liquidation[93]. - The company expects to incur significant costs in pursuing its acquisition plans and has raised concerns about its ability to continue as a going concern[93]. - The company has no off-balance sheet arrangements as of March 31, 2025[94]. - The company has agreed to pay its sponsor $10,000 per month for general and administrative services until the completion of its initial business combination[95].

IPO and Financial Proceeds - The company completed its initial public offering (IPO) on January 16, 2025, selling 5,000,000 units at an offering price of $10.00 per unit, generating total gross proceeds of $50,000,000[23]. - A total of $50,000,000 of the net proceeds from the IPO and the private placement were placed in a U.S.-based trust account for the benefit of the company's public shareholders[25]. - The company also completed a private placement of 220,000 units at $10.00 per unit, generating total gross proceeds of $2,200,000[138]. - The company has $50 million available for initial business combination, assuming no redemptions before fees and expenses[65]. - The company will have access to up to $50,000,000 from the offering proceeds to cover potential claims and liquidation costs, estimated at no more than $100,000[115]. - The per-share redemption amount upon dissolution is expected to be approximately $10.00, potentially increasing by up to $0.10 if the sponsor extends the business combination period[112]. Business Combination Strategy - The company intends to focus on acquiring established businesses with strong cash flow and predictable revenue streams, avoiding companies based in Greater China[41]. - The company plans to pursue a business combination with companies that can benefit from being publicly traded, enhancing their access to capital and growth opportunities[41]. - The initial business combination must involve target businesses with an aggregate fair market value of at least 80% of the trust account balance at the time of signing a definitive agreement[46]. - The company anticipates structuring the initial business combination to acquire 100% of the equity interests or assets of the target business, but may acquire less than 100% under certain conditions[48]. - The company has not identified any specific business combination target and has not initiated substantive discussions with any potential targets[146]. Management and Operational Experience - The management team has extensive experience in cross-border mergers and acquisitions, capital raising, and investment, which is expected to aid in identifying attractive acquisition targets[29]. - The management team aims to leverage its capabilities to improve the operations and market position of the target businesses, seeking attractive risk-adjusted returns for shareholders[41]. - The management team believes their operational and transactional experience will provide a substantial number of potential business combination targets[54]. Risks and Challenges - Intense competition is expected in identifying and selecting target businesses, with competitors having greater financial and operational resources[50]. - The company may face risks if the target business is financially unstable or in early stages of development[73]. - The management team of the target business may not have the necessary skills to manage a public company[77]. - The company may not have the resources to diversify operations post-business combination, leading to risks associated with a single line of business[76]. - The company may face negative perceptions as a blank check company without an operating history, which could impact its ability to attract target businesses[62]. Shareholder Rights and Redemption - Public shareholders will have the opportunity to redeem their ordinary shares at a per-share price of approximately $10.00, which may increase by up to $0.10 if the sponsor extends the business combination period[89]. - The redemption process will remain open for at least 20 business days, and the company cannot complete the initial business combination until the expiration of this period[92]. - If shareholder approval is required, a majority of the issued and outstanding ordinary shares must vote in favor of the business combination for it to proceed[97]. - Shareholders are restricted from seeking redemption rights for more than 15% of the shares sold in the offering to prevent large block accumulations[99]. - If the initial business combination is not approved, shareholders who elected to redeem their shares will not be entitled to redeem for their pro rata share of the trust account[105]. Internal Controls and Governance - The management assessed the effectiveness of internal controls over financial reporting as ineffective due to material weaknesses identified as of December 31, 2024[172]. - The company’s disclosure controls and procedures were deemed not effective as of December 31, 2024, due to inadequate segregation of duties[172]. - The audit committee consists of independent directors who are financially literate, with one member designated as an "audit committee financial expert"[198]. - The compensation committee is responsible for reviewing and approving the compensation of the CEO and other officers, as well as executive compensation policies[207]. - The company has established a Code of Ethics applicable to its directors, officers, and employees, which is available for public review[205]. Financial Performance - The company has no revenue and has incurred losses since inception, relying on the sale of securities and loans from the Sponsor to fund operations[27]. - The company had a net loss of $10,305 for the year ended December 31, 2024, which consisted entirely of formation costs[150]. - As of December 31, 2024, the company had nil in cash and a working capital of $493,967[154]. - The company has not paid any cash dividends on its ordinary shares and does not intend to do so prior to completing its initial business combination[134]. - The company has incurred significant costs related to being a public company and expects to continue incurring such costs[156]. Compliance and Regulatory Matters - The company is not currently required to obtain permission from PRC authorities for its operations or securities issuance, but future regulations may impact business combinations with PRC-based companies[38]. - The company does not hold any equity interest in PRC companies and believes it is not required to obtain permissions from PRC authorities for its current operations or offerings[45]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[163]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years[164].

As filed with the U.S. Securities and Exchange Commission on January 8, 2025. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 5 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Em ...

Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp As filed with the U.S. Securities and Exchange Commission on December 20, 2024. (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. ...

As filed with the U.S. Securities and Exchange Commission on December 5, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) Central Park Tower LaTour Shinjuku Room 3001 6-15-1 N ...

As filed with the U.S. Securities and Exchange Commission on November 13, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) | | | (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identific ...

As filed with the U.S. Securities and Exchange Commission on October 15, 2024. Registration No. 333-281806 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ribbon Acquisition Corp (Exact name of registrant as specified in its constitutional documents) Copies to: Shane Wu, Esq. Ross Carmel, Esq. Sichenzia Ross Ference Carmel LLP 1185 Avenue of the Americas, 31 Floor New York, NY 10036 (212) 930-9700 | | ...