Ribbon Acquisition Corp.

Previous wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form S-1 filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Current wording

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Previous wording

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

Current wording

We are a blank check company incorporated as a Cayman Islands exempted company and incorporated for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Previous wording

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 wording

On June 30, 2025, the Company entered into a Business Combination Agreement with DRC Medicine Inc., DRC Medicine Ltd. and DRC Merger Inc. in connection with the proposed business combination previously disclosed by the Company. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the terms of that agreement.

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 17, 2024 (inception) through September 30, 2025, were organizational activities and those necessary to consummate the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our initial business combination.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 17, 2024 (inception) through March 31, 2026 have been organizational activities, those necessary to consummate the IPO, and, following the IPO, activities relating to the identification and evaluation of prospective targets for an initial business combination. Since entering into the Business Combination Agreement on June 30, 2025, our activities have been primarily focused on consummating the proposed business combination with DRC Medicine. We do not expect to generate any operating revenues until after the completion of our initial business combination.

Previous 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.

Current wording

For the three months ended March 31, 2026, we had a net income of $252,755, which consisted of operating expenses of $77,786 and income earned on marketable securities held in Trust Account of $330,541.

Previous wording

As of September 30, 2025, we had a working capital deficit of $190,092 and net cash used in operating activities of $637,983.

Current wording

As of March 31, 2026, we had a working capital deficit of $1,008,960 and net cash used in operating activities of $607,002.

Previous wording

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until January 16, 2026 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.

Current wording

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of its initial business combination. On January 9, 2026, the Company’s shareholders approved amendments extending the date by which the Company must consummate its initial business combination from January 16, 2026 to January 16, 2027. The Company may seek to fund its working capital needs through additional borrowings from its Sponsor or its affiliates, including the $600,000 promissory note issued to Ribbon Investment Company Ltd. on March 7, 2026. There can be no assurance that the Company’s plans to consummate an initial business combination will be successful within the prescribed time period or that additional financing will be available on acceptable terms, or at all. Accordingly, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the initial business combination or the date the Company is required to liquidate. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.