Ribbon Acquisition Corp.
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-13.
0001213900-25-075665
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001213900-25-110501
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 42 previous paragraphs and 42 current paragraphs.
37 unchanged; 2 reworded; 3 added; 1 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (3)
Current report
On June 30, 2025, the Company entered into a Business Combination Agreement with DRC Medicine Inc. and its affiliates, as previously disclosed in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. There have been no material changes to the terms of that agreement as of the date of this report.
Current report
In August 2025, Ribbon filed a Schedule 13G with the Securities and Exchange Commission reporting that RiverNorth Capital Management, LLC beneficially owned approximately 6.18% of Ribbon’s outstanding Units (CUSIP G7552W125) as of June 30, 2025.
Current report
As of September 30, 2025, we had a working capital deficit of $190,092 and net cash used in operating activities of $637,983.
Removed paragraphs (1)
Previous report
As of June 30, 2025, we had$292,628 in cash and a working capital of$273,620. The Company’s liquidity needs after the consummation of the IPO had been satisfied throughthe net proceeds from the consummation of the IPO and the Private Placement held outside of the Trust Account.
Reworded paragraphs (2)
Previous wording
For the three months ended June 30, 2025, we had a net income of $271,297, which consisted of operating expenses of $242,894 and income earned on marketable securities held in Trust Account of $514,191.
Current wording
For the three months ended September 30, 2025, we had a net income of $62,142, which consisted of operating expenses of $463,712 and income earned on marketable securities held in Trust Account of $525,854.
Previous wording
For the six months ended June 30, 2025, we had a net income of $507,153, which consisted of operating expenses of $428,295 and income earned on marketable securities held in Trust Account of $935,448.
Current wording
For the nine months ended September 30, 2025, we had a net income of $569,295, which consisted of operating expenses of $892,007 and income earned on marketable securities held in Trust Account of $1,461,302.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
On June 30, 2025, Ribbon entered into a Business Combination Agreement (the “Business Combination Agreement”) by and among DRC Medicine Inc., a Delaware Corporation (the “PubCo”), DRC Medicine Ltd. a Japanese corporation (the “DRC Medicine”), and DRC Merger Inc., a Delaware corporation and wholly-owned subsidiary of PubCo (the “Merger Sub”). As part of the proposed transaction contemplated by the Business Combination Agreement, an intermediate holding company incorporated in Japan (the “Intermediate Co.”) will acquire the shares of PubCo, after which the Intermediate Co. will engage in a share exchange transaction with the shareholders of the DRC Medicine, such that DRC Medicine will become a wholly-owned subsidiary of Intermediate Co. and the shareholders of the DRC Medicine will become shareholders of PubCo (the “Share Exchange”). One business day prior to the Closing Date, as defined in the Business Combination Agreement, Ribbon shall de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation in accordance with Delaware law and the Ribbon’s governing documents (the “Domestication”). On the Closing Date and after the consummation of the Domestication, Ribbon will merge with and into the Merger Sub, with the Merger Sub continuing as the surviving company in the Merger and remaining a wholly owned subsidiary of PubCo (the “Merger”).
Previous report — wording carried elsewhere
The aggregate merger consideration to be issued to the selling securityholders in connection with the Merger will be determined by dividing (a) 350,000,000 (the “Equity Value”) by (b) the price (the “Redemption Price”) at which each of Ribbon Class A Ordinary Shares may be redeemed in connection with the Business Combination. The “Consideration Ratio” is the number of shares of PubCo Common Stock to be issued in exchange for issued and outstanding capital stock upon the Merger and is equal to the quotient obtained by dividing (x) the aggregate merger consideration by (y) the aggregate fully diluted Company Shares, as defined in the Business Combination Agreement.