S-4/A: DRC Medicine — Ribbon SPAC business-combination update with redemption disclosed

### S-4/A - REGISTRATION STATEMENT
S-4/A
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ea0254217-15.htm
REGISTRATION STATEMENT

As submitted to the U.S. Securities and Exchange Commission on June 4, 2026 .

Registration No. 333-295712

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

Amendment No. 2 to

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

_______________________

DRC Medicine Inc.

Co-registrant is listed on the following page
(Exact name of registrant as specified in its charter)

_______________________

Delaware

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2836

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39-2610345

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(State or Other Jurisdiction of
Incorporation or Organization)

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(Primary Standard Industrial
Classification Code Number)

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(I.R.S. Employer
Identification No.)

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c / o DRC Medicine Ltd.
Shinjuku i-Land Tower, 4 th Floor
6-5-1 Nishi-Shinjuku, Shinjuku-ku
Tokyo 163-1304, Japan
+81-3-3340-1979
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

_______________________

Narumi Okazaki
Chief Executive Officer
Shinjuku i-Land Tower, 4 th Floor
6-5-1 Nishi-Shinjuku, Shinjuku-ku
Tokyo 163-1304, Japan
+81-3-3340-1979
(Name, address, including zip code and telephone number, including area code, of agent for service)

_______________________

Copies to:

Cassi Olson, Esq.
Mitchell Kevett, Esq.
Celine and Partners, P.L.L.C.
1345 6 th  Ave., 2 nd   Floor
New York, NY 10105
Telephone: (212) 612-1400
(718) 463-2555 – Facsimile

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Gary J. Ross, Esq.
Blessing Adeyeye, Esq.
McCarter & English, LLP
250 West 55 th Street, 13 th Floor
New York, NY 10019
Telephone: (212) 884 -9339

(212) 609 -6921 – Facsimile

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_______________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement / prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b -2 of the Exchange Act.

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Large accelerated  filer

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☐

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Accelerated filer

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☐

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Non -accelerated  filer

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☒

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Smaller reporting company

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☒

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Emerging growth company

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☒

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e -4 (i) ( Cross -Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d -1 (d) ( Cross -Border   Third -Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter (1)(2)

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State or
Other
Jurisdiction of
Incorporation
or Organization

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Primary
Standard
Industrial
Classification
Code Number

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I.R.S. Employer
Identification
Number

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DRC Medicine Ltd.

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Japan

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2836

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Not Applicable

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____________
(1)        The Co -Registrant  has the following principal executive office:

c / o DRC Medicine Ltd.
Shinjuku i -Land Tower, 4 th Floor
6 -5-1 Nishi -Shinjuku Shinjuku -ku
Tokyo 163 -1304 , Japan
Tel: +81 -3-3340-1979

(2)        The agent for service for the Co -Registrant  is:

Cogency Global Inc.
122 East 42 nd Street, 18 th Floor
New York, NY 10168
(800) 221 -0102

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The information in this preliminary proxy statement / prospectus is not complete and may be changed. DRC Medicine Inc. may not issue the securities offered by this preliminary proxy statement / prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement / prospectus is a part, is declared effective. This preliminary proxy statement / prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

PRELIMINARY PROXY STATEMENT / PROSPECTUS — SUBJECT TO COMPLETION, DATED JUNE 4, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF RIBBON ACQUISITION CORP AND PROSPECTUS FOR UP TO 40,803,846 SHARES OF COMMON STOCK, O F DRC MEDIC INE INC.

To the Shareholders of Ribbon Acquisition Corp:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “ EGM ”) of the Shareholders of Ribbon Acquisition Corp, a Cayman Islands exempted company with limited liability (“ Ribbon ” or “ SPAC ”), which will be held at [      ] a.m., Eastern Time, on [      ], 2026, or at such other time and on such other date to which the EGM may be adjourned or postponed. The Board of Directors of Ribbon (the “ Board ” or “ Ribbon ”) has determined to convene and conduct the EGM in a virtual meeting format at [    ] . For the purposes of Ribbon’s Amended and Restated Memorandum and Articles of Association (the “ Current Charter ”), the EGM may also be attended in person at Celine and Partners, P.L.L.C., 1345 Avenue of the Americas, New York, New York 10105 -0302 . The accompanying proxy statement/prospectus includes instructions on how to access the virtual EGM and how to listen and vote from home or any remote location with internet connectivity. You or your proxyholder will be able to attend and vote at the EGM by visiting  [    ]  and using a control number assigned by Odyssey Transfer and Trust Company. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Ribbon will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

On June 30, 2025, Ribbon entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with (i) DRC Medicine Ltd., a Japanese corporation (Kabushiki Kaisha) (“ DRC ”), (ii) DRC Medicine Inc., a Delaware corporation (“ Pubco ”), and (iii) DRC Merger Inc., a Delaware corporation and wholly -owned subsidiary of Pubco (“ Merger Sub ”), pursuant to which the following will occur: (1) the shareholders of Pubco stock and the shareholders of DRC will engage in a share exchange, whereby the shareholders of DRC (the “ Company Shareholders ”) will exchange their shares in DRC for the shares of Pubco stock held by Pubco shareholders (the “ Share Exchange ”); (2) the domestication of Ribbon as a Delaware corporation, in which Ribbon will de -register  from the Register of Companies 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 the Current Charter, Section 388 of the Delaware General Corporation Law (the “ DGCL ”) and Part XII of the Companies Act (As Revised) of the Cayman Islands (the “ Cayman Companies Act ”) (the “ Domestication ”); (3) the merger of Ribbon with and into and Merger Sub with Merger Sub surviving the merger as a wholly -owned  subsidiary of Pubco (the “ Merger ”), in accordance with the Business Combination Agreement and DGCL; and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Share Exchange, the Domestication and the Merger, the “ Business Combination ”).

Pursuant to the Business Combination Agreement, the Share Exchange is intended to occur prior to the Closing Date of the Merger. For the purpose of effectuating the the Share Exchange, Pubco incorporated DRC Medicine Holdings Ltd. (the “ Intermediate Holdco ”) as a wholly -owned subsidiary, which in turn became the shareholder of Pubco. On March 1, 2026, the Intermediate Holdco and DRC implemented the Share Exchange, pursuant to which the Company Shareholders transferred 100% of the outstanding equity interests of DRC to the Intermediate Holdco in exchange for the shares of Pubco stock held by the Intermediate Holdco. As a result of the Share Exchange, the former Company Shareholders became direct shareholders of Pubco, and DRC became the direct, wholly -owned subsidiary of the Intermediate Holdco and the indirect, wholly -owned subsidiary of Pubco. On June 3, 2026, the parties to the Business Combination Agreement, along with the Intermediate Holdco, entered into a Joinder Agreement (the “ Joinder Agreement ”) to add the Intermediate Holdco as a party to the Business Combination Agreement.

The Domestication is intended to occur on the date that is one business day prior to the Closing Date. In connection with the Domestication, immediately prior to the Domestication, (1) Ribbon will effect the redemption of the Class A ordinary shares of Ribbon, par value $0.0001 per share (the “ Ribbon Class A Shares ”), initially issued in Ribbon’s initial public offering (the “ Public Shares ” and the holders of Public Shares, the “ Public Shareholders ”) that are validly submitted for redemption and not withdrawn, (2) Ribbon Investment Company Ltd, a Cayman Islands exempted company and the sponsor of Ribbon (the “ Sponsor ”), the holder of Class B ordinary shares of Ribbon, par value $0.0001 per share (the “ Ribbon Class B Shares ” or the “ Founder Shares ,” and together with the Ribbon Class A Shares, the “ Ribbon Ordinary Shares ”) will irrevocably and unconditionally elect to convert, on a one -for -one  basis, each Ribbon Class B Share held by it into one Ribbon Class A Share (the “ Class B Share Conversion ”). At the effective

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time of the Domestication, each outstanding Ribbon Class A Share (excluding Public Shares validly submitted for redemption but including Ribbon Class A Shares issued upon the Class B Share Conversion) will be reclassified as one share of common stock, par value $0.0001 per share, of Pubco (the “ Pubco Common Stock ”).

It is anticipated that upon completion of the Business Combination and assuming no additional shares of Ribbon Ordinary Shares are redeemed in connection with the Business Combination, the Ribbon Public Shareholders would own an interest of approximately [      ] % of Pubco, the Sponsor and the initial shareholders of Ribbon will own an interest of approximately [      ] % of Pubco, and the DRC security holders will own an interest of approximately [      ] % of Pubco, each on a non -diluted basis. See “ Share Calculations and Ownership Percentages ” and “ Unaudited Pro Forma Condensed Combined Financial Information .” If the actual facts are different from the assumptions set forth therein (which they are likely to be), the percentage ownership set forth above will be different.

Additionally, upon completion of the Business Combination, the amount of compensation received or to be received by the Sponsor, its affiliates and promotors in connection with the Business Combination is set forth on the following table:

Amount of Compensation to be Received or
Securities Issued or to be Issued

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Consideration Paid or to be Paid

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$10,000 per month

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Office space, administrative and shared personnel support services

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1,437,500 Class B Ordinary Shares (including up to an aggregate of 187,500 Class B ordinary shares subject to forfeiture to the extent that the underwriters’ over-allotment option is not exercised in full or in part)

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$25,000

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220,000 (or up to 235,000 units if the underwriters’ over-allotment option is exercised in full) Private Placement Units to be purchased simultaneously with the closing of this offering (2)

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$2,200,000 (or $2,350,000 if the underwriters’ over -allotment option is exercised in full)

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Up to $300,000

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Repayment of loans made to us to cover offering related and organizational expenses.

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Up to $1,500,000 in working capital loans, which loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit.

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Working capital loans to finance transaction costs in connection with an initial business combination. Such units would be identical to the private placement units. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans.

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Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination

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Services in connection with identifying, investigating and completing an initial business combination

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The Ribbon Units, Public Shares and Public Rights are traded on the Nasdaq Stock Market (the “ Nasdaq ”) under the symbols “RIBBU,” “RIBB” and “RIBBR,” respectively. On [      ], 2026, the closing sale prices of the Ribbon Units, Public Shares and Public Rights were $ [      ] , $ [      ] and $ [      ] , respectively. Pubco will apply for listing, to be effective upon the Closing (acceptance of such listing is a condition to the Closing), of the shares of Pubco Common Stock on the Nasdaq under the proposed symbols “ [      ] .” There is no assurance that Pubco will be able to satisfy the Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Only holders of record of shares of Public Shares at the close of business on [      ], 2026 (the “ Record Date ”), are entitled to notice of and to vote and have their votes counted at the EGM and any adjournments of the EGM.

Ribbon obtained a fairness opinion provided by King Kee Appraisal and Advisory Limited, which sets forth, among other things, the procedures followed, assumptions made, matters considered, and qualifications and limitations on the scope of review undertaken in rendering the opinion, which is attached to this proxy statement/prospectus as Annex G and is hereby incorporated by reference. The opinion confirmed that, as of [      ], 2025, the transaction consideration to be issued or paid to the shareholders of [      ] is fair from a financial point of view to Ribbon and the shareholders of Ribbon. The opinion does not constitute a recommendation to the relevant directors and officers of Ribbon or to any other persons in respect of the Business Combination, including as to how any holders of Ribbon Class A Ordinary Shares should vote or act in respect of the Business Combination.

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At the extraordinary general meeting held on January 9, 2026, Ribbon’s shareholders approved the extension proposal, which allows Ribbon to extend the deadline to consummate an initial business combination in one -month increments by depositing $125,000 into the trust account for each extension, thereby permitting the deadline to be extended through January 16, 2027.

In connection with the extension, holders of 1,436,867 Class A ordinary shares exercised their redemption rights for a pro rata portion of the funds held in the Ribbon’s trust account, resulting in an aggregate redemption amount of $14,937,325.92, or approximately $10.39 per share.

On March 1, 2026, DRC Medicine Holdings Ltd. ( the “ Intermediate Company ”), a wholly -owned subsidiary of PubCo and a holder of PubCo stock, entered into the Share Exchange with the shareholders of DRC. The Intermediate Company is a holding company formed solely for the purpose of effecting the Share Exchange. Under the Share Exchange, the shareholders of DRC transferred all shares they held in DRC to the Intermediate Company, and in exchange, the Intermediate Company transferred all shares it held in PubCo to the shareholders of DRC. As a result of the Share Exchange, DRC’s shareholders became shareholders of PubCo, and the Intermediate Company became the sole shareholder of DRC.

The proxy statement / prospectus provides you with detailed information about the Business Combination and other matters to be considered at the EGM. Ribbon urges you to carefully read the entire document and the documents incorporated therein by reference. You should also carefully consider the risk factors described in “ Risk Factors ” beginning on page 19 of the proxy statement / prospectus.

After careful consideration, Ribbon’s board of directors has approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the EGM is in the best interests of Ribbon and its shareholders and recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Ribbon’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Ribbon and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals.      See the sections entitled “ Proposal 3: The Business Combination Proposal — Interests of Ribbon’s Directors and Officers and Others in the Business Combination ” and “ Beneficial Ownership of Securities ” in the accompanying proxy statement / prospectus for a further discussion of these matters.

Your vote is very important.      To ensure your representation at the EGM, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in the proxy statement/prospectus and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the EGM. Submitting a proxy now will NOT prevent you from being able to vote online during the virtual EGM. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of Ribbon’s board of directors, I would like to thank you for your support of Ribbon and look forward to the successful completion of the Business Combination.

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Very truly yours,

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/s/ Angshuman (Bubai) Ghosh

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Chief Executive Officer

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Ribbon Acquisition Corp

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If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD RIBBON CLASS A ORDINARY SHARES THROUGH UNITS, SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF RIBBON CLASS A ORDINARY SHARES AND PUBLIC RIGHTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS

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PRIOR TO THE DATE OF THE EGM, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (3) DELIVER YOUR SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “ THE EGM OF THE SHAREHOLDERS — REDEMPTION RIGHTS ” IN THE PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement / prospectus or determined that the accompanying proxy statement / prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated  [      ] , 2025 and is first being mailed to the shareholders of Ribbon on or about [      ] , 2025.

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ADDITIONAL INFORMATION

The accompanying document is the prospectus for securities of Pubco. This document also constitutes a notice of an extraordinary general meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), with respect to the EGM of Ribbon at which Ribbon shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. This proxy statement / prospectus is available without charge to shareholders of Ribbon upon written or oral request. This document and other filings by Ribbon with the U.S. Securities and Exchange Commission (the “SEC”) may be obtained by either written or oral request to Ribbon’s Chief Executive Officer, Angshuman (Bubai) Ghosh, at Ribbon Acquisition Corp, Central Park Tower LaTour Shinjuku Room 3001, 6 -15-1 Nishi Shinjuku, Shinjuku -ku Tokyo 160 -0023 , Japan, or by telephone at +81 9085083462.

The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the SEC’s internet site at  www.sec.gov.

In addition, if you have questions about the proposals or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact [      ] (“ [    ] ”), Ribbon’s proxy solicitor, by calling [      ] , or banks and brokers may call collect at [      ] , or by emailing [      ] . You will not be charged for any of the documents that you request.

See the section entitled “ Where You Can Find More Information ” of the accompanying proxy statement/prospectus for further information.

Information contained on the DRC website, or any other website, is expressly not incorporated by reference into this proxy statement / prospectus.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the EGM, or no later than  [    ] , 2025.

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RIBBON ACQUISITION CORP
Central Park Tower LaTour Shinjuku Room 3001
6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023
Japan

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON [      ], 2026

[      ] , 2025

TO THE SHAREHOLDERS OF RIBBON ACQUISITION CORP:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting of shareholders (the “ EGM ”) of Ribbon Acquisition Corp, a Cayman Islands exempted company with limited liability (“ Ribbon ”), will be held virtually at  [      ] a.m. Eastern Time on [      ], 2026. The Ribbon Board of Directors (the “ Ribbon Board ”) has determined to convene and conduct the EGM in a virtual meeting format at [    ] . For the purposes of the Current Charter, the EGM may also be attended in person at Celine and Partners, P.L.L.C., 1345 Avenue of the Americas, New York, New York 10105 -0302 . The accompanying proxy statement/prospectus includes instructions on how to access the virtual EGM and how to listen and vote from home or any remote location with internet connectivity. You or your proxy holder will be able to attend and vote at the EGM by visiting  [    ]   and using a control number assigned by Odyssey Transfer and Trust Company. The EGM will be held for the purpose of considering and voting on the proposals (the “ Proposals ”) described below and in the accompanying proxy statement/prospectus. To register and receive access to the virtual meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) of Ribbon will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

At the EGM, you will be asked to consider and vote on the following proposals:

(1)      Proposal 1 — The NTA Proposal —  To consider and vote upon a proposal by special resolution to make amendments to the Current Charter, which amendments (the “ NTA Amendments ”) shall be effective, if adopted and implemented by Ribbon, prior to the consummation of the Domestication and the proposed Business Combination, to remove from the Current Charter requirements limiting Ribbon’s ability to redeem Ordinary Shares and consummate an initial business combination if the amount of such redemptions would cause Ribbon to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Required Proposals (as defined below). Therefore, if the Required Proposals are not approved, then the NTA Proposal will have no effect, even if approved by Ribbon shareholders. The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 1: The NTA Proposal .”

(2)      Proposal 2 — The Domestication Proposal —  To consider and vote upon a proposal by special resolution to (a) change the domicile of Ribbon pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation; (b) adopt upon the Domestication (as defined herein) taking effect, the certificate of incorporation (the “ Interim Charter ”), in the form appended to the accompanying proxy statement/prospectus as  Annex B , in place of Ribbon’s Current Charter and which will remove or amend those provisions of Ribbon’s Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which Ribbon will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 2: The Domestication Proposal .”

(3)     Proposal 3 — The Business Combination Proposal —  To consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated June 30, 2025 (the “ Business Combination Agreement ”) by and among (i) Ribbon, (ii) DRC Medicine Ltd., a Japanese corporation (Kabushiki Kaisha) (“ DRC ”), (iii) DRC Medicine Inc., a Delaware corporation (“ Pubco ”), (iv) DRC Merger Inc., a Delaware corporation and wholly -owned subsidiary of Pubco (“ Merger Sub ”), and (v) DRC Medicine Holdings Ltd., a Japanese company corporation and wholly -owned subsidiary of Pubco (“ Intermediate Holdco ”), pursuant to which the following will occur: (1) Intermediate Holdco,

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as the shareholder of Pubco, and the shareholders of DRC, will engage in a share exchange, whereby the shareholders of DRC (the “ Company Shareholders ”) will exchange their shares in the Company for the shares of Pubco held by the Intermediate Holdco (the “ Share Exchange ”); (2) the Domestication of Ribbon as a Delaware corporation (as described above); (3) the merger of Ribbon with and into and Merger Sub with Merger Sub surviving the merger as a wholly -owned  subsidiary of Pubco (the “ Merger ”), in accordance with the Business Combination Agreement and DGCL; and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Share Exchange, the Domestication and the Merger, the “ Business Combination ”). The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading  “Proposal 3: The Business Combination Proposal.” A copy of the Business Combination Agreement, together with its amendment, the Joinder Agreement, is attached to the accompanying proxy statement/prospectus as  Annex A .

(4)      Proposal 4 — The Organizational Documents Proposal —  To consider and vote upon on a non -binding advisory basis, certain governance provisions in the Proposed Charter, and these proposals are being presented in accordance with the requirements of the SEC as five separate sub -proposals . The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 4: The Organizational Documents Proposals .”

(5)      Proposal 5 — The Nasdaq Proposal —  To consider and vote upon a proposal by ordinary resolution for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of shares of common stock of Pubco (the “ Pubco Common Stock ”) in connection with the Business Combination and the additional shares of Pubco Common Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan (as defined below), to the extent such issuances would require stockholder approval under Nasdaq Rule 5635. The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 5: The Nasdaq Proposal.”

(6)      Proposal 6 — The Incentive Plan Proposal —  To consider and vote upon a proposal by ordinary resolution to approve the 2025 Stock Incentive Plan (the “ Incentive Plan ”). The form of the Incentive Plan to become effective upon consummation of the Business Combination is appended to the accompanying proxy statement/prospectus as  Annex F . The board of directors of Pubco (the “ Pubco Board ”) intends to adopt the Incentive Plan, subject to approval from the shareholders of Ribbon, effective upon the Closing, to be used by Pubco on a going -forward basis from the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 6: The Incentive Plan Proposal. ”

(7)       Proposal 7  —  The Director Election Proposal —  To consider and vote upon a proposal by ordinary resolution to elect seven (7) directors, effective upon the Closing, to serve on Pubco Board for the applicable term, under the Proposed Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, or removal. The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 7: The Director Election Proposal .”

( 8)      Proposal 8 — The Adjournment Proposal —  To consider and vote upon a proposal by ordinary resolution to adjourn the EGM to a later date or dates, if necessary or desirable, at the determination of the Ribbon Board. The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 8: The Adjournment Proposal.”

The proposals being submitted for a vote at the EGM are more fully described in the accompanying proxy statement / prospectus, which also includes, as  Annex A , a copy of the Business Combination Agreement. Ribbon urges you to carefully read the accompanying proxy statement / prospectus in its entirety, including the annexes and accompanying financial statements.

After careful consideration, the Ribbon Board has approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the proposals to be presented at the EGM is in the best interests of Ribbon and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the above proposals.

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The existence of financial and personal interests of Ribbon’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Ribbon and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. S ee the sections entitled “ P roposal 3: The Business Combination Proposal — Interests of Ribbon’s Directors and Officers and Others in the Business Combination ” and “ Beneficial Ownership of Securities ” in the accompanying proxy statement / prospectus for a further discussion of these conflicts.

The record date for the EGM is  [      ] , 2025 (the “ Record Date ”). Only holders of record of Ribbon Ordinary Shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the EGM and any adjournments of the EGM.

The Ribbon Units, Ordinary Shares and Public Rights (each as defined in the accompanying proxy statement/prospectus) are traded on Nasdaq under the symbols “RIBBU,” “RIBB” and “RIBBR,” respectively. On [      ], 2026, the closing sale prices of the Ribbon Units, Ordinary Shares and Rights were $ [      ] , $ [      ] and $ [      ] , respectively. Pubco will apply for listing, to be effective upon the Closing (acceptance of such listing is a condition to the Closing), of the shares of Pubco Common Stock (as defined in the accompanying proxy statement/prospectus) on the Nasdaq under the proposed symbol “ [      ] .” There is no assurance that Pubco will be able to satisfy the Nasdaq listing criteria or will be able to continue to satisfy such criteria following the consummation of the Business Combination. Pubco will not have units traded following the consummation of the Business Combination.

Pursuant to the Current Charter, a Public Shareholder (as defined in the proxy statement/prospectus) may request that Ribbon redeem all or a portion of its Public Shares (as defined in the proxy statement/prospectus) for cash if the Business Combination is consummated. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Ribbon’s consent, until the consummation of the Business Combination, or such other date as determined by the Ribbon Board. A Public Shareholder can make such request by contacting the transfer agent, at the address or email address listed in the accompanying proxy statement/prospectus. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)       hold Public Shares or hold Public Shares through Ribbon Units and you elect to separate your Ribbon Units into the underlying Public Shares and rights prior to exercising your redemption rights with respect to the Public Shares; and

(b)      prior to 5:00 p.m., Eastern Time, on [              ], 2025 (two business days prior to the vote at the EGM), (i) submit a written request to Odyssey Transfer and Trust Company, Ribbon’s transfer agent, that Ribbon redeem your Public Shares for cash and (ii) deliver your share certificates (if any) and other redemption forms to the transfer agent, physically or electronically through The Depository Trust Company.

Holders of Ribbon Units must elect to separate the underlying shares and warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Ribbon Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the Ribbon Units into the underlying shares and rights, or if a holder holds Ribbon Units registered in its own name, the holder must contact the transfer agent directly and instruct it to do so.  Public shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against the Business Combination Proposal . Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Ribbon’s consent, until the consummation of the Business Combination, or such other date as determined by the Ribbon Board. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its share certificates (if any) and other redemption forms to the transfer agent, Ribbon will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “ Trust Account ”) established in connection with Ribbon’s initial public offering (“ IPO ”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Ribbon to fund Regulatory Withdrawals and/or to pay income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then -outstanding Public Shares. As of [      ] , 2025, this would have amounted to approximately $ [      ] per Public Share. If a Public Shareholder exercises its redemption rights, it will be exchanging such shareholder’s Public Shares for the right to receive such shareholder’s

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pro rata share of the Trust Account and will no longer own such Public Shares. Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, only with Ribbon’s consent, until the consummation of the Business Combination, or such other date as determined by the Ribbon Board. The holder can make such request by contacting the Transfer Agent, at the address or email address listed in the accompanying proxy statement/prospectus. See “ EGM of the Shareholders — Redemption Rights ” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the U.S. Securities Exchange Act of 1934, as amended), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 20% of the Public Shares without the prior consent of the Ribbon Board. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 20% of the Public Shares, then any such shares in excess of that 20% limit would not be redeemed for cash.

The Required Proposals are interdependent on each other. The NTA Proposal and Organizational Documents Proposals are conditional upon the Required Proposals. The Adjournment Proposal is not conditioned on the approval of any other proposal. If Ribbon’s shareholders do not approve each of the Required Proposals at the EGM, the Business Combination may not be consummated.

Each of the Proposals other than the NTA Proposal and Domestication Proposal must be approved by ordinary resolution under Cayman Islands law, being a resolution passed by a simple majority of the members as, being entitled to do so, vote in person or by proxy at the EGM.

The NTA Proposal, the Domestication Proposal must be approved by special resolution under Cayman Islands law, being a resolution passed by at least two -thirds of such members as, being entitled to do so, vote in person, or, where proxies are allowed, by proxy at the EGM.

Your attention is directed to the proxy statement / prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. Ribbon urges you to read the accompanying proxy statement / prospectus carefully .

If you have any questions or need assistance voting your Ordinary Shares, please contact Ribbon’s proxy solicitor, [      ] . This notice of the EGM and the proxy statement/prospectus are available at the SEC’s website at www.sec.gov.

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By Order of the Board of Directors

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/ s / Angshuman (Bubai) Ghosh

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Angshuman (Bubai) Ghosh

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Chairman of the Board

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Table of Contents

TABLE OF CONTENTS

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Page

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BASIS OF PRESENTATION AND GLOSSARY

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iii

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TRADEMARKS

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vi

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MARKET AND INDUSTRY DATA

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vi

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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vii

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QUESTIONS AND ANSWERS

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x

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

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1

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MARKET PRICE AND DIVIDEND INFORMATION

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18

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RISK FACTORS

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19

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EGM OF THE SHAREHOLDERS

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45

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PROPOSAL 1: THE NTA PROPOSAL

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51

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PROPOSAL 2: THE DOMESTICATION PROPOSAL

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53

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PROPOSAL 3: THE BUSINESS COMBINATION PROPOSAL

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56

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PROPOSALS 4: THE ORGANIZATIONAL DOCUMENTS PROPOSALS

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88

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PROPOSAL 5: THE NASDAQ PROPOSAL

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89

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PROPOSAL 6: THE INCENTIVE PLAN PROPOSAL

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90

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PROPOSAL 7: THE DIRECTOR ELECTION PROPOSAL

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91

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PROPOSAL 8: THE ADJOURNMENT PROPOSAL

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92

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

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93

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INFORMATION ABOUT Ribbon

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104

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DIRECTORS, OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF RIBBON PRIOR TO THE BUSINESS COMBINATION

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105

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESU LTS OF OPE RATION OF RIBBON

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112

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INFORMATION ABOUT DRC

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118

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF DRC

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167

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MANAGEMENT OF PUBCO FOLLOWING THE BUSINESS COMBINATION

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182

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EXECUTIVE COMPENSATION

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186

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

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188

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BENEFICIAL OWNERSHIP OF SECURITIES

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190

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DESCRIPTION OF SECURITIES OF RIBBON

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193

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DESCRIPTION OF SECURITIES OF PUBCO

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199

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APPRAISAL RIGHTS

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202

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HOUSEHOLDING INFORMATION

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202

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TRANSFER AGENT AND REGISTRAR

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202

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SUBMISSION OF PROPOSALS

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203

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FUTURE PROPOSALS

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203

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WHERE YOU CAN FIND MORE INFORMATION

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204

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LEGAL MATTERS

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204

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EXPERTS

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204

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INDEX TO FINANCIAL STATEMENTS

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F-1

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Page

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ANNEX A — BUSINESS COMBINATION AGREEMENT

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A-1

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ANNEX B — SPAC INTERIM CHARTER

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B-1

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ANNEX C — PLAN OF MERGER

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C-1

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ANNEX D — PUBCO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

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D-1

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ANNEX E — PROPOSED BYLAWS

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E-1

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ANNEX F — FORM OF INCENTIVE PLAN

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F-1

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ANNEX G — FAIRNESS OPINION

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G-1

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ANNEX H — FORM OF PROXY CARD

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H-1

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BASIS OF PRESENTATION AND GLOSSARY

Frequently Used Terms

As used in this proxy statement/prospectus, unless otherwise noted or the context otherwise requires:

“ Ancillary Agreements ” means the form of Registration Rights Agreement, Shareholder Support Agreements, the form of Lock -Up Agreement, and each other agreement, document, instrument and certificate contemplated by the Business Combination Agreement executed or to be executed in connection with the transactions contemplated thereby.

“ Business Combination ” means, collectively, all of the transactions contemplated by the Business Combination Agreement.

“ Business Combination Agreement ” means the Business Combination Agreement, dated as of June 30, 2025, as it may be further amended, restated or supplemented from time to time, by and among Ribbon, Pubco, DRC Medicine, and Merger Sub. A copy of the Business Combination Agreement together with its amendment, the Joinder Agreement, is attached to this proxy statement/prospectus as Annex A .

“ Business Day ” means a day, other than a Saturday or Sunday, on which commercial banks in New York, New York are open for the general transaction of business; provided that banks shall be deemed to be generally open for the general transaction of business in the event of a “shelter in place” or similar closure of physical branch locations at the direction of any Governmental Entity if such banks’ electronic funds transfer system (including for wire transfers) are open for use by customers on such day.

“ Cayman Islands Companies Act ” or the “ Companies Act ,” “ Cayman Islands Act ” or “ the Act ” refers to the Companies Act (Revised) of the Cayman Islands.

“ Closing ” means the closing of the Merger.

“ Closing Date ” means the date on which the Closing actually occurs.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Current Charter ” means the third amended and restated memorandum and articles of association of Ribbon.

“ DGCL ” means the Delaware General Corporation Law, as amended.

“ Domestication ” means the transfer by way of continuation of Ribbon out of the Cayman Islands and into the State of Delaware as a Delaware corporation to be completed prior to the Merger in accordance with the Business Combination Agreement, the Cayman Companies Act and the DGCL.

“ Domestication Effective Time ” means the date of which the Domestication takes effect.

“ DRC ” means DRC Medicine Ltd., a Japanese corporation (Kabushiki Kaisha).

“ DRC Consultant ” means the financial advisor to DRC, Hesed Global Capital Pte. Ltd. (acting on behalf of Geneva Capital Pte. Ltd.) under the letter of agreement entered into between DRC and Geneva Capital Pte. Ltd. dated April 30, 2025 (“ Consultant Agreement ”).

“ Extraordinary General Meeting ” means the extraordinary general meeting of Ribbon, to be held by [at [*] a.m./p.m., Eastern Time, on [*], 2025, the physical location for which, in accordance with the Current Charter, shall be Celine & Partners PLLC office located at [*] [and virtually via […]], and any adjournments thereof].

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended.

“ GAAP ” means U.S. generally accepted accounting principles.

“ HSR Act ” means the Hart -Scott -Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder.

“ Investment Company Act ” means the Investment Company Act of 1940, as it may be amended.

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“ IPO ” or “ Initial Public Offering ” means Ribbon’s initial public offering of its units, Ordinary Shares and rights pursuant to the IPO Prospectus.

“ Nasdaq ” means The Nasdaq Global Market.

“ Person ” means an individual, partnership, corporation, limited liability company, joint stock company, unincorporated organization or association, trust, joint venture, business trust, trust, governmental, quasi -governmental entity or agency or other similar entity, agency, whether or not a legal entity.

“ Pubco ” means DRC Medicine Inc. and its consolidated subsidiaries, immediately upon consummation of the Business Combination.

“ Pubco Common Stock ” means the shares common stock, par value $0.0001 per share, of Pubco.

“ Pubco Board ” means the board of directors of Pubco.

“ Public Shares ” means the Class A Ordinary Shares sold in the IPO (including Class A ordinary shares included in the overallotment units), whether they were purchased in the IPO or thereafter in the open market.

“ Public Shareholders ” means the public shareholders of Ribbon including the holders of the overallotment shares acquired by Ribbon’s underwriters.

“ Record Date ” means the date set by the Ribbon Board on which holders of Ribbon shares are entitled to attend and vote at the Extraordinary General Meeting.

“ Redemption ” means the redemption of the Public Shares for the Redemption Price.

“ Redemption Date ” means that date on which holders of Public Shares may be eligible to redeem their Public Shares for Redemption in accordance with the Current Charter in connection with the Closing of the Business Combination.

“ Redemption Price ” means an amount equal to a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated in accordance with the Current Charter as of the applicable Redemption Date.

“ Ribbon ” means Ribbon Acquisition Corp, a Cayman Islands exempted company incorporated with limited liability (which is expected to transfer by way of continuation and domesticate as a Delaware corporation in accordance with the Business Combination Agreement).

“ Ribbon Class A Ordinary Shares ” means, prior to the Domestication, the Class A Ordinary Shares, $0.0001 par value each, of Ribbon.

“ Ribbon Class B Ordinary Shares ” means, prior to the Domestication, the Class B Ordinary Shares, $0.0001 par value each, of Ribbon.

“ Ribbon Ordinary Shares ” means, collectively and prior to the Domestication, the Ribbon Class A Ordinary Shares and Ribbon Class B Ordinary Shares.

“ Ribbon Shareholders ” means all holders of issued and outstanding shares of capital stock of Ribbon.

“ Ribbon Unit ” means the units of Ribbon, with each unit consists of one Class A ordinary share and one -seventh (1/7) of one right entitling the holder thereof to receive share upon the consummation of the initial business combination.

“ Ribbon Rights ” means Ribbon public rights and private rights, each entitling the holder to receive one share upon the consummation of an initial business combination.

“ Sarbanes -Oxley Act ” means the Sarbanes -Oxley Act of 2002.

“ SEC ” or “ Commission ” means the United States Securities and Exchange Commission.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ SPAC Financial Advisor ” means the financial advisor to Ribbon, Alliance Global Partners, as appointed by Ribbon under the M&A Advisory Agreement between Ribbon and Alliance Global Partners dated June 3, 2025.

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“ Sponsor ” means Ribbon Investment Company Ltd, a Cayman Islands exempted company.

“ Trust Account ” means the trust account established by Ribbon with the proceeds from the IPO and sale of Private Placement Units pursuant to the Trust Agreement in accordance with the IPO Prospectus.

Share Calculations and Ownership Percentages

Unless otherwise specified (including in the sections of this proxy statement/prospectus entitled  “Unaudited Pro Forma Condensed Combined Financial Information”  and  “Beneficial Ownership of Securities” ), the share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to holders of securities of Pubco as of immediately following the Business Combination are for illustrative purposes only and assume the following (certain capitalized terms below are defined elsewhere in this proxy statement/prospectus):

1.        That no additional Public Shareholders exercise their redemption rights prior to (in the event that, in connection with a meeting of Ribbon shareholders convened prior to the Closing Date, if any, Public Shareholders are provided an opportunity to redeem Public Shares in accordance with the terms of the Current Charter) or in connection with the Closing of the Business Combination. Please see the section entitled “ EGM of the Shareholders — Redemption Rights .”

2.        That there are no transfers, distributions, conversions or forfeitures of securities held by the Sponsor prior to or in connection with the Closing.

3.        That there are no issuances of equity securities by Ribbon prior to the Closing.

4.        That, at the Closing, 1,750,000 shares of Pubco Common Stock will be issued to the DRC Consultant in accordance with the terms of the Consulting Agreement, and 25,000 shares of Pubco Common Stock will be issued to the SPAC Financial Advisor in accordance with the terms of the [            ] Agreement.

5.        Other than (i) the shares of Pubco Common Stock to be issued upon consummation of the Merger, (ii) the shares of Pubco Common Stock to be issued to the DRC Consultant and the SPAC Financial Advisor and (iii) the shares of Pubco Common Stock to be issued to the DRC Securityholders as consideration, there are no other issuances of equity or equity -linked securities of Pubco prior to or in connection with the Closing.

6.        Solely for purposes of calculating estimated pro forma share ownership immediately after the Closing, subject to the assumptions further described herein, the assumed Redemption Price upon consummation of the Business Combination is $[    ].

The share calculations and ownership percentages set forth in this proxy statement/prospectus with respect to Pubco security holders following the Business Combination also do not include any shares reserved for issuance in connection with, or equity awards that may be made in connection with or following completion of the Business Combination pursuant to the Incentive Plan, and do not give effect to any other potential dilutive issuances of equity or equity -linked securities

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TRADEMARKS

This proxy statement/prospectus contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Trademarks and service marks are collectively referred to herein as “ Trademarks .”

Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ®  or TM  symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes estimates, industry position, forecasts, market size growth and information that Ribbon and DRC obtained or derived from internal company reports, independent third -party reports and publications, surveys and studies by third parties. Some data are also based on good faith estimates, which are derived from internal company research or analyses, or review of internal company reports as well as the independent sources referred to above. Information that is based on market research, estimates, forecasts, projections, or similar methodologies is inherently subject to uncertainties, and actual events or circumstances may differ materially from events and circumstances that are assumed in this information. The industry in which DRC operates, and Pubco will operate, is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section entitled “Risk Factors.” Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Forecasts and other forward -looking information with respect to industry, business, market, and other data are subject to the same qualifications and additional uncertainties regarding the other forward -looking statements in this proxy statement/prospectus. See “Cautionary Note Regarding Forward -Looking Statements.” These forecasts and forward -looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in the forecasts, industry information or estimates from independent third parties, Ribbon and DRC. Although both Ribbon and DRC believe that third -party information on which the companies have based estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and is, in any event, subject to change and has not been independently verified.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/prospectus may constitute “forward -looking statements” within the meaning of the federal securities laws. Forward -looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward -looking statements reflect Ribbon’s, Pubco’s, and DRC’s current views, as applicable, with respect to, among other things, their respective capital resources, performance and results of operations. Likewise, all of Ribbon’s and DRC’s statements, if any, regarding anticipated growth in operations, anticipated market conditions, demographics, reserves and results of operations are forward -looking statements. In some cases, you can identify these forward -looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “scheduled,” “forecasts,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward -looking statements.

Ribbon and DRC caution readers of this proxy statement/prospectus that these forward -looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond Ribbon’s and DRC’s control, which could cause the actual results to differ materially from the expected results. These forward -looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, forecasts of growth, market opportunity and market share, potential benefits and the commercial attractiveness to its customers of products sold through DRC’s platform, the potential success of DRC’s marketing and growth strategies, potential benefits of the Business Combination (including with respect to shareholder value), and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this proxy statement/prospectus, and on the current expectations of DRC’s and Ribbon’s management and are not predictions of actual performance. These forward -looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions and none of Ribbon, Pubco or DRC guarantees that the transactions and events described will happen as described (or that they will happen at all). These forward -looking statements are subject to a number of risks and uncertainties, including:

•          changes in the competitive industries and markets in which DRC operates or plans to operate;

•          changes in applicable laws or regulations affecting DRC’s business;

•          the ability of DRC to implement business plans and realize opportunities;

•          risks related to the expansion of DRC’s business;

•          risks related to DRC’s potential inability to maintain profitability and continue generating significant revenues;

•          current and future economic, political and social conditions in the U.S. economy and the impacts, uncertainty, unrest or concern about any of the foregoing may have on DRC’s business and the market in which it operates;

•          the ability of DRC to retain existing vendor partners, distributors and other material business relationships and attract new business partners in the future;

•          the potential inability of DRC to manage growth effectively;

•          DRC’s ability to continue to enhance its technology and customer -facing  eCommerce platform;

•          the ability to recruit, train and retain qualified personnel;

•          risks related to supply shortages or a potential inability to keep pace with product or marketplace innovations;

•          risk related to DRC listing shares on the Nasdaq and operating as a public company;

•          risks related to DRC’s marketing and growth strategies;

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•          the effects of competition on DRC’s business;

•          estimates for the prospects and financial performance of DRC’s business may prove to be incorrect or materially different from actual results;

•          the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect Pubco or that the expected benefits of the proposed Business Combination or that the approval of the shareholders of Ribbon are not obtained;

•          costs related to the Business Combination and the failure to realize anticipated benefits of the Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated shareholder redemptions;

•          the amount of redemption requests made by the Public Shareholders;

•          the inability to satisfy the Aggregate Cash Consideration required to be paid to DRC Members or the terms of other closing conditions set forth in the Business Combination Agreement;

•          the ability of Ribbon or Pubco to issue equity or equity -linked  securities in connection with the proposed Business Combination or in the future;

•          DRC’s and Ribbon’s inability to complete the proposed Business Combination as contemplated by the Business Combination Agreement;

•          matters discovered by the parties as they complete their respective due diligence investigation of the other;

•          the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available to Pubco and DRC from and after the Closing;

•          the ability of Pubco to meet the initial listing standards of Nasdaq upon consummation of the Business Combination or to satisfy the continued listing requirements of Nasdaq after the Closing;

•          costs related to the proposed Business Combination;

•          expectations with respect to future operating and financial performance and growth;

•          the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination and definitive agreements for the Business Combination by the shareholders of Ribbon;

•          the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination;

•          the outcome of any legal proceedings that may be instituted against DRC or Ribbon related to the Business Combination, and those factors discussed in Ribbon’s IPO Prospectus under the heading “ Risk Factors ,” and other documents of Ribbon filed, or to be filed, with the SEC; and

•          other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “ Risk Factors .”

If any of these risks materialize or any of Ribbon’s or DRC’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward -looking statements. There may be additional risks that neither Ribbon nor DRC presently know or that Ribbon and DRC currently believe are immaterial that could also cause actual results to differ materially from those contained in the forward -looking statements. In addition, forward -looking statements reflect Ribbon’s and DRC’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/prospectus. Ribbon and DRC anticipate that subsequent events and developments may cause Ribbon’s and DRC’s assessments to change. However, while Ribbon, Pubco or DRC may elect to update these forward -looking statements at some point in the future, Ribbon, Pubco and DRC specifically disclaim any obligation to do so. These forward -looking statements should not be relied upon as representing Ribbon’s and DRC’s assessments as of any date

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subsequent to the date of this proxy statement/prospectus. Accordingly, undue reliance should not be placed upon the forward -looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward -looking statements and the assumptions on which those forward -looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward -looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond Ribbon’s and DRC’s control. Forward -looking statements are not guarantees of performance. All forward -looking statements attributable to Ribbon, Pubco or DRC or a person acting on their behalf are expressly qualified in their entirety by the foregoing cautionary statements.

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QUESTIONS AND ANSWERS ABOUT THE EGM

The following questions and answers below only highlight selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the EGM, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to Ribbon shareholders. We urge you to read this entire proxy statement / prospectus, including the Annexes and other documents referred to herein, carefully and in their entirety to fully understand the proposed Business Combination and the voting procedures for the EGM. See also the section of this proxy statement / prospectus entitled “Where You Can Find More Information .”

Unless otherwise indicated or the context otherwise requires, references in this summary to “Ribbon,” the “SPAC,” “we,” “us” or “our” refer to Ribbon Acquisition Corp and references to “DRC” refer to DRC Medicine Ltd. prior to the Business Combination. References to “Pubco” refer to DRC Medicine Inc., and include DRC and any other direct or indirect subsidiaries of DRC, (to the extent applicable) after giving effect to the Business Combination.

Q:       Why am I receiving this proxy statement / prospectus?

A:       You are receiving this proxy statement/prospectus in connection with the EGM of Ribbon Acquisition Corp. Ribbon is holding the EGM to consider and vote upon the Proposals described below. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.

Q:       What proposals are shareholders of Ribbon being asked to vote upon?

A:       Ribbon’s shareholders are being asked to consider and vote upon the following proposals at the EGM.

The NTA Proposal —  To consider and vote upon a proposal by special resolution to make amendments to the Current Charter, which amendments shall be effective, if adopted and implemented by Ribbon, prior to the consummation of the Domestication and the proposed Business Combination, to remove from the Current Charter requirements limiting Ribbon’s ability to redeem Ordinary Shares and consummate an initial business combination if the amount of such redemptions would cause Ribbon to have less than $5,000,001 in net tangible assets. The NTA Proposal is conditioned upon the approval of the Required Proposals. Therefore, if the Required Proposals are not approved, then the NTA Proposal will have no effect, even if approved by Ribbon shareholders. The NTA Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 1: The NTA Proposal .”

The Domestication Proposal —  To consider and vote upon a proposal by special resolution to (a) change the domicile of Ribbon pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation; (b) adopt upon the Domestication (as defined herein) taking effect, the certificate of incorporation (the “ Interim Charter ”), in the form appended to the accompanying proxy statement/prospectus as  Annex B , in place of Ribbon’s Current Charter and which will remove or amend those provisions of Ribbon’s Current Charter that terminate or otherwise cease to be applicable as a result of the Domestication; and (c) file a Certificate of Corporate Domestication and the Interim Charter with the Secretary of State of Delaware, under which Ribbon will be transferred by way of continuation out of the Cayman Islands and domesticated as a corporation in the State of Delaware. The Domestication Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 2: The Domestication Proposal .”

The Business Combination Proposal —  To consider and vote upon a proposal by ordinary resolution to approve the Business Combination Agreement, dated June 30, 2025 (the “ Business Combination Agreement ”) by and among (i) Ribbon, (ii) DRC Medicine Ltd., a Japanese corporation (Kabushiki Kaisha) (“ DRC ”), (iii) DRC Medicine Inc., a Delaware corporation (“ Pubco ”), and (iv) DRC Merger Inc., a Delaware corporation and wholly -owned subsidiary of Pubco (“ Merger Sub ”), as amended by the Joinder Agreement dated June 3, 2026, pursuant to which the following will occur: (1) the shareholders of Pubco and the shareholders of DRC will engage in a share exchange, whereby the shareholders of DRC (the “ Company Shareholders ”) will exchange their shares in the Company for the shares of Pubco held by the shareholders of Pubco (the “ Share Exchange ”); (2) the domestication of Ribbon as a Delaware corporation, in which Ribbon will de -register  from the Register of Companies 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 the Current Charter, Section 388 of the Delaware General Corporation Law (the “ DGCL ”) and Part XII of the Companies Act (As Revised) of the

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Cayman Islands (the “ Cayman Companies Act ”) (the “ Domestication ”); (3) the merger of Ribbon with and into and Merger Sub with Merger Sub surviving the merger as a wholly -owned  subsidiary of Pubco (the “ Merger ”), in accordance with the Business Combination Agreement and DGCL; and (4) the other transactions contemplated by the Business Combination Agreement and documents related thereto (such transactions, together with the Share Exchange, the Domestication and the Merger, the “ Business Combination ”). The Business Combination Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading  “Proposal 3: The Business Combination Proposal.” A copy of the Business Combination Agreement with the Joinder Agreement amendment is attached to the accompanying proxy statement/prospectus as  Annex A .

The Organizational Documents Proposals —  To consider and vote upon on a non -binding advisory basis, certain governance provisions in the Proposed Charter, and these proposals are being presented in accordance with the requirements of the SEC as five separate sub -proposals . The Organizational Documents Proposals are described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 4: The Organizational Documents Proposals .”

The Nasdaq Proposal —  To consider and vote upon a proposal by ordinary resolution for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the issuance of shares of common stock of Pubco (the “Pubco Common Stock”) in connection with the Business Combination and the additional shares of Pubco Common Stock that will, upon Closing, be reserved for issuance pursuant to the Incentive Plan (as defined below), to the extent such issuances would require stockholder approval under Nasdaq Rule 5635. The Nasdaq Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “Proposal 5: The Nasdaq Proposal.

The Incentive Plan Proposal —  To consider and vote upon a proposal by ordinary resolution to approve the 2025 Stock Incentive Plan (the “ Incentive Plan ”). The form of the Incentive Plan to become effective upon consummation of the Business Combination is appended to the accompanying proxy statement/prospectus as  Annex F . The board of directors of Pubco (the “ Pubco Board ”) intends to adopt the Incentive Plan, subject to approval from the shareholders of Ribbon, effective upon the Closing, to be used by Pubco on a going -forward basis from the Closing. The Incentive Plan Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 6: The Incentive Plan Proposal. ”

The Director Election Proposal —  To consider and vote upon a proposal by ordinary resolution to elect seven (7) directors, effective upon the Closing, to serve on Pubco Board for the applicable term, under the Proposed Charter, or until such directors’ successors have been duly elected and qualified, or until such directors’ earlier death, resignation, or removal. The Director Election Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 7: The Director Election Proposal .”

The Adjournment Proposal —  To consider and vote upon a proposal by ordinary resolution to adjourn the EGM to a later date or dates, if necessary or desirable, at the determination of the Ribbon Board. This proposal is referred to as the “ Adjournment Proposal .” The Adjournment Proposal is described in more detail in the accompanying proxy statement/prospectus under the heading “ Proposal 8: The Adjournment Proposal. ”

Q:       Why is Ribbon proposing the Business Combination?

A:       Ribbon was organized for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. We believe that the Business Combination will provide our shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section titled “ Proposal 3: The Business Combination Proposal — Ribbon Board’s Reasons for the Approval of the Business Combination. ”

Q:       What will happen in the Business Combination?

A:       On the Closing Date, immediately following the consummation of the Domestication, Ribbon shall merge with and into the Merger Sub. As a result of the Merger, the separate existence of Ribbon shall cease, and the Merger Sub shall continue as the surviving company of the Merger. At the Closing, the parties shall cause the Merger to be consummated by filing with the Secretary of State of the State of Delaware a Certificate of Merger to be executed and filed in accordance with the relevant provisions of the DGCL. The Merger shall become effective on the date and time at which the Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as is agreed by the parties and specified in the Certificate of Merger.

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Pursuant to the terms of the Business Combination Agreement, at the Effective Time, by virtue of the Merger, without any action on the part of any party or any other person:

•          Ribbon Shareholders shall be entitled to the consideration described in, and in accordance with the provisions of the Business Combination Agreement;

•          Every issued and outstanding Ribbon Unit shall be separated automatically into each’s individual components of one Ordinary Share and one Right to receive one -seventh (1/7 th ) of one Ordinary Share, and all Ribbon Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist;

•          Each Ribbon Class B Ordinary Shares that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) Ribbon Class A Ordinary Shares and each Ribbon Class B Ordinary Shares shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist, and each holder of Ribbon Class B Ordinary Shares shall thereafter cease to have any rights with respect to such shares;

•          Each Ribbon Class A Ordinary Shares (A) issued in connection with the Class B Ordinary Shares Conversion and (B) held as a result of the unit separation that is issued and outstanding (other than the Dissenting Shares) shall be cancelled in exchange for the right to receive one (1) share of Pubco Common Stock. All shares of Ribbon Class A Ordinary Shares (other than the Dissenting Shares) shall no longer be issued and outstanding and shall be cancelled and cease to exist, and each holder of Ribbon Class A Ordinary Shares (other than the Dissenting Shares) shall thereafter cease to have any rights with respect thereto; and

•          Ribbon Dissenting Share issued and outstanding shall be cancelled and cease to exist and shall carry no right other than the right to receive the applicable payment.

Additionally, at the Effective Time, (i) all of the assets, properties, rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Company and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub shall become the debts, liabilities, obligations and duties of the Surviving Company; (ii) the Governing Documents of Ribbon shall cease to have effect and shall be amended and restated in their entireties to be the Governing Documents of the Surviving Company; and (iii) the officers, and except as disclosed herein, the directors of the Merger Sub immediately prior to the Effective Time shall be the initial directors and officers of the Surviving Company. Pursuant to the Business Combination Agreement, the consummation of the Business Combination is subject to customary closing conditions.

Q:      What was the purpose and impact of the share exchange involving DRC Medicine Holdings Ltd.?

A:       DRC Medicine Holdings Ltd. (the “Intermediate Company”) was formed as a wholly -owned subsidiary of Pubco solely for the purposes of effectuating the Share Exchange and implementing a holding company restructuring. On March 1, 2026, the Intermediate Company conducted the Share Exchange with DRC. Pursuant to the Share Exchange, the shareholders of DRC transferred all of their shares of DRC to the Intermediate Company in exchange for shares of Pubco stock. Following completion of the Share Exchange, the former shareholders of DRC became direct shareholders of Pubco, the Intermediate Company became sole shareholder of DRC, and Pubco continued to hold 100% of the Intermediate Company. As a result of the restructuring, Pubco became the ultimate holding company of DRC, with the operating business held through the Intermediate Company.

Q:       What happened at the January 9, 2026 extraordinary general meeting, and how did it affect the Trust Account and remaining shares?

A:       At the extraordinary general meeting held on January 9, 2026, Ribbon’s shareholders approved the extension proposal, which allows Ribbon to extend the deadline to consummate an initial business combination in one -month increments by depositing $125,000 into the trust account for each extension, thereby permitting the deadline to be extended through January 16, 2027. In connection with the meeting, holders of 436,867 Class A ordinary shares exercised their redemption rights for a pro rata portion of the funds held in the Ribbon’s trust account, resulting in an aggregate redemption amount of $14,937,325.92, or approximately $10.39 per share.

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Q:       Why is Ribbon proposing the Domestication?

A:       Ribbon Board believes Delaware provides a recognized body of corporate law that will facilitate corporate governance by the Pubco’s officers and directors. Delaware maintains a favorable legal and regulatory environment in which to operate. For many years, Delaware has followed a policy of encouraging companies to incorporate there and, in furtherance of that policy, has adopted comprehensive, modern and flexible corporate laws that are regularly updated and revised to meet changing business needs. As a result, many major corporations have initially chosen Delaware as their domicile or have subsequently reincorporated in Delaware in a manner similar to the procedures Ribbon is proposing. Due to Delaware’s longstanding policy of encouraging incorporation in that state and consequently its prevalence as the state of incorporation, the Delaware courts have developed considerable expertise in dealing with corporate issues and a substantial body of case law has developed construing the DGCL and establishing public policies with respect to Delaware corporations. It is anticipated that the DGCL will continue to be interpreted and explained in a number of significant court decisions that may provide greater predictability with respect to Pubco’s corporate legal affairs.

Domestication will not occur unless Ribbon Shareholders have approved the Domestication Proposal, the Business Combination Proposal, the Nasdaq Proposal, the Organizational Documents Proposal and the Equity Incentive Plan Proposal and upon the Business Combination Agreement being in full force and effect prior to the Domestication. The Domestication will only occur immediately prior to, and on the same date as, the completion of the Business Combination.

Q:       What is involved with the Domestication?

A:       The Domestication will require Ribbon to file certain documents in both the Cayman Islands and the State of Delaware. At the effective time of the Domestication, which will be the Closing Date, Ribbon will cease to be an exempted company incorporated under the laws of the Cayman Islands and in connection with the Business Combination, Ribbon will continue as a Delaware corporation. The Current Charter will be replaced by the Pubco Certificate of Incorporation and Pubco Bylaws and your rights as a shareholder will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law.

Q:       How will the Domestication affect my Ribbon securities?

A:       Pursuant to the Domestication and the Business Combination and without further action on the part of Ribbon shareholders, Each Ribbon Unit that is issued and outstanding immediately prior to the Domestication to be separated into one share of Pubco’s Common Stock and one -seventh (1/7) of one share of Class A Common Stock.

Q:       What changes are being made to Ribbon’s current charter in connection with the Domestication?

A:       Concurrently with the Domestication, Ribbon shall file a certificate of incorporation with the Secretary of State of the State of Delaware and adopt bylaws, in each case substantially in the form agreed upon by Ribbon and DRC, with such changes as may be agreed to in writing by both parties.

Q:       What are the material U.S. federal income tax consequences of the Domestication to U.S. Holders of Ordinary Shares and Rights?

A:       As discussed more fully under “Material U.S. Federal Income Tax Consequences,” Ribbon intends to report the Domestication as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes. Assuming that the Domestication qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes, and subject to the PFIC rules discussed below and under “Material U.S. Federal Income Tax Consequences,” U.S. Holders (as defined therein) will be subject to Section 367(b) of the Code and, as a result:

•          A U.S. Holder whose Ribbon Ordinary Shares and Ribbon Rights have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of shares of Ribbon entitled to vote and less than 10% of the total value of all classes of shares of Ribbon is not expected to recognize any gain or loss and is not expected to be required to include any part of Ribbon’s earnings in income pursuant to the Domestication;

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•          A U.S. Holder whose Ribbon Ordinary Shares and Ribbon Rights have a fair market value of $50,000 or more and who, on the date of the Domestication, owns (actually or constructively) less than 10% of the total combined voting power of all classes of Ribbon shares entitled to vote and less than 10% of the total value of all classes of Ribbon shares generally is expected to recognize gain (but not loss) on the exchange of Ribbon Ordinary Shares and Ribbon Rights for Surviving Pubco Common Stock pursuant to the Domestication. As an alternative to recognizing gain, such U.S. Holder may file an election to include in income as a deemed dividend the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367(b) of the Code) attributable to its Ribbon Ordinary Shares, provided certain other requirements are satisfied; and

•          A U.S. Holder who owns (actually or constructively) 10% or more of the total combined voting power of all classes of Ribbon shares entitled to vote or 10% or more of the total value of all classes of Ribbon shares generally is expected to be required to include in income as a deemed dividend the “all earnings and profits amount” attributable to its Ribbon Ordinary Shares and Ribbon Rights.

As discussed more fully under “Material U.S. Federal Income Tax Consequences,” Ribbon believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In such case, notwithstanding the U.S. federal income tax consequences of the Domestication discussed above, a U.S. Holder is expected to recognize gain (but not loss) on the exchange of Ribbon Ordinary Shares and Ribbon Rights for Surviving Pubco Common Stock pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on a complex set of rules. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see the section entitled “Material U.S. Federal Income Tax Consequences.”

If the Domestication does not qualify as a reorganization for U.S. federal income tax purposes, a U.S. Holder that exchanges its Ribbon Ordinary Shares and Ribbon Rights for Surviving Pubco Common Stock generally is expected to recognize gain or loss equal to the difference between (i) the sum of the fair market value of the Surviving Pubco Common Stock received and (ii) the U.S. Holder’s adjusted tax basis in the Ribbon Ordinary Shares and Ribbon Rights exchanged.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non -U .S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the section entitled “Material U.S. Federal Income Tax Consequences.”

Q:       What interests do Ribbon’s Sponsor, current officers and directors and advisors have in the Business Combination?

A:       When considering the recommendation of the Ribbon Board to vote in favor of approval of the Business Combination Proposal, you should keep in mind that the Sponsor and Ribbon’s directors and executive officers, have interests in such Proposal that are different from, or in addition to, those of Ribbon Shareholders generally. These interests include, among other things, the interests listed below:

•          The Ribbon’s Second Amended and Restated Memorandum and Articles of Association provides that the directors and officers of Ribbon shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Ribbon. To the fullest extent permitted by applicable Law, and subject to his or her fiduciary duties under applicable Law, Ribbon renounces any interest or expectancy of Ribbon in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity offered to any director and officer of Ribbon, on the one hand, and Ribbon, on the other, unless such opportunity is expressly offered to such director or officer of Ribbon solely in their capacity as an officer or director of Ribbon and the opportunity is one Ribbon is permitted to complete on a reasonable basis.

•          The Sponsor, Ribbon’s officers and directors, or any of their respective affiliates, will be reimbursed for any out -of -pocket expenses incurred in connection with activities on Ribbon’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. There is no

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cap or ceiling on the reimbursement of out -of -pocket expenses incurred by such persons in connection with activities on Ribbon’s behalf. These expenses will likely not be reimbursed if Ribbon does not consummate a business combination. There are no out -of -pocket expenses due to be reimbursed as of [    ], 2025.

•          The aggregate dollar amount of non -reimbursable funds the Sponsor and its affiliates have at risk that depends on the completion of a business combination is $[    ] comprised of (a) $25,000 representing the aggregate purchase price paid for the Ribbon Founder Shares, (b) $2,200,000 representing the aggregate purchase price paid for the private placement units, and (c) $[    ] representing the aggregate amount outstanding as of [    ], 2025 under the Promissory Notes.

•          If Ribbon does not complete an initial business combination by January   16, 2026 (or a later date approved by Ribbon Shareholders pursuant to the Amended and Restated Memorandum and Articles of Association), the proceeds from the sale of the private placement units of $2,200,000, will be included in the liquidating distribution to Ribbon Public Shareholders and the private placement units will expire worthless.

•          The Sponsor has agreed that the Founder Shares and private placement units, including all of their underlying securities, will not be sold or transferred by them (except to permitted transferees, as applicable) until the Business Combination has been consummated.

•          The fact that the Sponsor’s Related Parties and Ribbon’s directors and officers and their affiliates own an aggregate of 1,470,000 Ribbon Ordinary Shares as of the date hereof, representing 22.72% of the voting power of the Ribbon Ordinary Shares, and such holders are required by the Letter Agreement to vote those shares in favor of the Business Combination.

•          The 1,250,000 shares of Surviving Pubco Common Stock into which the 1,250,000 Ribbon Ordinary Shares held by the Sponsor, Ribbon Investment Company Ltd (an affiliate of Angshuman (Bubai) Ghosh) and their respective affiliates will automatically convert in connection with the Business Combination, if unrestricted and freely tradeable, would have had an aggregate market value of $[    ], based upon the closing price of $[    ] per public share on the Nasdaq on [    ], 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 251,428 shares of Surviving Pubco Common Stock into which the 251,428 Ribbon Private Shares underlying the private placement units held by the Sponsor and its affiliates will automatically convert in connection with the Business Combination, if unrestricted and freely tradeable, would have had an aggregate market value of $[    ], based upon the closing price of $[    ] per public share on the Nasdaq on [    ], the most recent practicable date prior to the date of this proxy statement/prospectus. The [    ] shares of Surviving Pubco Common Stock into which the [    ] Ribbon Private Rights underlying the private placement units held by the Sponsor and its affiliates will automatically convert in connection with the Business Combination, if unrestricted and freely tradeable, would have had an aggregate market value of $[    ], based upon the closing price of $[    ] per public share on the Nasdaq on [    ], the most recent practicable date prior to the date of this proxy statement/prospectus.

•          As a result of the low initial purchase price (consisting of $25,000 for the 1,250,000 Founder Shares, or approximately $0.02 per share, and $2,200,000 for the private placement units), the Sponsor, its affiliates and Ribbon’s management team and advisors and affiliates stand to earn a positive rate of return or profit on their investment, even if other shareholders, such as the Ribbon Public Shareholders, experience a negative rate of return because the post -business combination company subsequently declines in value. Thus the Sponsor, the Ribbon officers and directors, and their respective affiliates may have more of an economic incentive for Ribbon to, rather than liquidate if Ribbon fails to complete the initial Business Combination by January   16, 2026 (or a later date approved by Ribbon Shareholders pursuant to the Ribbon Second Memorandum and Articles of Association), enter into an initial business combination on potentially less favorable terms with a potentially less favorable, more risky, weaker -performing or financially unstable business, or an entity lacking an established record of revenues or earnings, than would be the case if such parties had paid the full offering price for their Ribbon Ordinary Shares.

•          The fact that the Sponsor has agreed not to redeem any of the Founder Shares in connection with a shareholder vote to approve the proposed Business Combination.

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•          The Sponsor has agreed that it will be liable to Ribbon if and to the extent any claims by a third party for services rendered or products sold to Ribbon, or by a prospective target business with which Ribbon has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets.

•          The fact that Ribbon’s existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy after the Business Combination and pursuant to the Business Combination Agreement.

•          The exercise of Ribbon’s officers and directors’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate.

•          Ribbon’s officers, advisors, and directors are not required to, and will not, commit their full time to Ribbon’s affairs. The Ribbon’s Second Amended and Restated Memorandum and Articles of Association provides that the directors and officers of Ribbon shall have no duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as Ribbon. To the fullest extent permitted by applicable Law, and subject to his or her fiduciary duties under applicable Law, Ribbon renounces any interest or expectancy of Ribbon in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity offered to any director and officer of Ribbon, on the one hand, and Ribbon, on the other, unless such opportunity is expressly offered to such director or officer of Ribbon solely in their capacity as an officer or director of Ribbon and the opportunity is one Ribbon is permitted to complete on a reasonable basis.

•          At the option of the Sponsor, the $[    ] principal balances under the Promissory Notes may be converted into Ribbon Ordinary Shares, at a price of $10.00 per Ribbon Ordinary Share, in connection with the consummation of the Business Combination.

Q:       Did the Ribbon Board obtain a fairness opinion (or any similar report or appraisal) in determining whether or not to proceed with the Business Combination?

A:       Yes, the Ribbon Board obtained a fairness opinion in connection with its determination as whether to proceed with the business combination. For a description of the opinion issued by King Kee Appraisal and Advisory Limited. to the Ribbon Board, please see “ Proposal 3: The Business Combination Proposal — Engagement of Financial Advisor to Ribbon .”

Q:       What determination was made by the Ribbon Board regarding the fairness and advisability of the transactions?

A:       Prior to entering into the Merger Agreement, the Ribbon Board convened a meeting to complete its evaluation of the proposed Business Combination and the transactions. In such evaluation, the Ribbon Board considered the matters necessary or appropriate to reach an informed conclusion as to the fairness, advisability and reasonableness of the transactions, including, without limitation, whether the proposed Business Combination is in the best interests of Ribbon shareholders. Having affirmed the foregoing, the Ribbon Board proceeded to approve the Business Combination. As Ribbon is an exempted company under the laws of the Cayman Islands, the Ribbon Board’s review of the transactions was conducted in accordance with Cayman Islands law, based on advice from Cayman legal counsel that directors of a Cayman company have a duty to act in good faith and in the best interests of the company (generally considered to include the interests of the company’s shareholders, as a whole). Accordingly, taking into account the Ribbon Board’s view that the proposed transactions are in the best interests of the Ribbon shareholders, the Ribbon Board approved the transactions as being fair, advisable and in the best interests of Ribbon.

Q:       Are any of the proposals conditioned on one another?

A:     Yes. Each of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal is conditioned on one another, and are referred to collectively herein as the “Required Proposals.” The remaining Proposals, consisting of the NTA Proposal, the Organizational Documents Proposal and the Adjournment Proposal are not Required Proposals. Unless the Business

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Combination Proposal is approved, the other Required Proposals will not be presented to the Ribbon shareholders at the EGM, because they are conditioned on the approval of the Business Combination Proposal. The Business Combination Proposal and Organizational Documents Proposal are likewise conditioned on the approval of these Required Proposals. The NTA Proposal is conditioned upon the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, then the NTA Proposal will have no effect, even if approved by the Ribbon shareholders. In addition, unless the NTA Proposal is approved, the consummation of the Business Combination is conditioned upon, among other things, the net tangible assets condition required in the Current Charter of having $5,000,001 immediately prior to or upon consummation of the Business Combination. The approval of the Business Combination Proposal and the other Required Proposals are preconditions to the consummation of the Business Combination. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/prospectus.

It is important for you to note that if the Required Proposals (consisting of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal) do not receive the requisite vote for approval, Ribbon will not consummate the Business Combination. If Ribbon does not consummate the Business Combination and fails to complete an initial business combination by January 16, 2026 (or such other date as approved by the Ribbon shareholders), Ribbon will be required, in accordance with the Current Charter, to dissolve and liquidate its Trust Account by returning the then -remaining funds in such account (less Permitted Withdrawals) to its public shareholders. If Ribbon’s initial business combination is not consummated by January 16, 2026 (or such other date as approved by the Ribbon shareholders), then Ribbon’s existence will terminate, and Ribbon will distribute amounts in the Trust Account as provided in Ribbon’s Current Charter.

Q:       When and where will the EGM take place?

A:       The EGM will be held at [    ] a.m., Eastern Time, on [    ], 2026 in a virtual meeting format at [    ] or at such other time, on such other date and at such other place to which the meeting may be adjourned. This proxy statement/prospectus includes instructions on how to access the virtual meeting and how to listen, vote, and submit questions from home or any remote location with Internet connectivity.

Q:       What equity stake will current Public Shareholders, the Sponsor, DRC Securityholders, the DRC Consultant, and the SPAC Financial Advisor hold in Pubco immediately after the Closing?

A:       In connection with the Business Combination, Ribbon and DRC agreed on a fixed pre -money equity value of U.S.$350 million for the Post -Closing Company. At the consummation of the Share Exchange, Pubco will issue and allot to each Company Shareholder who participates in the Share Exchange in respect of each Company Share owned by such person, a number of Pubco Common Shares that is equal to the number resulting from multiplying (x) the number of Company Shares held by such person immediately prior to said exchange by (y) the Consideration Ratio (the quotient of U.S.$350 million divided by U.S.$10.00 and the aggregate fully diluted Company Shares), and the aggregate number of such Pubco Common Shares issued and allotted to each Company Shareholder will be equal to the product of (x) total number of Company Shares owned by the Company Shareholders who participate in the Share Exchange and (y) the Consideration Ratio. Any increase in the number of Company Shareholders who participate in the Share Exchange will increase in the number of Pubco Common Shares issued in connection with the Share Exchange and at the consummation of the Business Combination. In addition, Pubco will issue and allot to the DRC Consultant 1,750,000 Pubco Common Shares simultaneously with the Share Exchange, and the SPAC Financial Advisor will be issued and allotted 25,000 Pubco Common Shares at the Closing. As of the date of this Registration Statement/Proxy Statement, none of Pubco, the Company, and Ribbon has entered into any agreement with any investor in relation to the PIPE Investment.

Assuming none of the Ribbon Public Shareholders demand redemption, it is anticipated that (i) the existing Company Shareholders will retain an ownership interest of approximately 81.49% of the Post -Closing Company’s total issued and outstanding share capital; (ii) DRC Consultant will hold approximately 4.29% of the Post -Closing Company’s total issued and outstanding share capital; (iii) SPAC Financial Advisor will hold approximately 0.06% of the Post -Closing Company’s total issued and outstanding share capital; (iv) the Sponsor and holders of SPAC Founder Shares and Private Rights will hold approximately 3.68% of the Post -Closing Company’s total issued and outstanding share capital; and (v) the SPAC Public Shareholders will hold approximately 10.48% of the Post -Closing Company’s total issued and outstanding share capital.

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Assuming intermediate redemptions of 50% by Public Shareholders, it is anticipated that (i) the existing Company Shareholders will retain an ownership interest of approximately 85.21% of the Post -Closing Company’s total issued and outstanding share capital; (ii) DRC Consultant will hold approximately 4.48% of the Post -Closing Company’s total issued and outstanding share capital; (iii) SPAC Financial Advisor will hold approximately 0.06% of the Post -Closing Company’s total issued and outstanding share capital; (iv) the Sponsor and holders of SPAC Founder Shares and Private Rights will hold approximately 3.85% of the Post -Closing Company’s total issued and outstanding share capital; and (v) the SPAC Public Shareholders will hold approximately 6.40% of the Post -Closing Company’s total issued and outstanding share capital.

Assuming maximum redemptions of 100% by Public Shareholders, it is anticipated that (i) the existing Company Shareholders will retain an ownership interest of approximately 89.28% of the Post -Closing Company’s total issued and outstanding share capital; (ii) DRC Consultant will hold approximately 4.70% of the Post -Closing Company’s total issued and outstanding share capital; (iii) SPAC Financial Advisor will hold approximately 0.07% of the Post -Closing Company’s total issued and outstanding share capital; (iv) the Sponsor and holders of SPAC Founder Shares and Private Rights will hold approximately 4.03% of the Post -Closing Company’s total issued and outstanding share capital; and (v) the SPAC Public Shareholders will hold approximately 1.92% of the Post -Closing Company’s total issued and outstanding share capital.

The following table illustrates the ownership levels in the Post -Closing Company, assuming consummation of the Business Combination and no redemptions by Public Shareholders, 50% redemptions by Public Shareholders (the “ Intermediate Redemption ”), and 100% redemptions by Public Shareholders (the “ Maximum Redemption ”). The amounts of percentage ownership and voting power will change if the actual facts differ from the assumptions.

|
  |

Assuming No
Redemptions

|
  |

Assuming
Intermediate (50%)
Redemptions (1)

|
  |

Assuming
Maximum (100%)
Redemptions (2)

|

|
  |

Number of
Shares

|
  |

Share
Ownership
%

|
  |

Number of
Shares

|
  |

Share
Ownership
%

|
  |

Number of
Shares

|
  |

Share
Ownership
%

|

DRC Shareholders

|
  |

33,250,000

|
  |

81.49

|

%

|
  |

33,250,000

|
  |

85.21

|

%

|
  |

33,250,000

|
  |

89.28

|

%

|

DRC Consultant (3)

|
  |

1,750,000

|
  |

4.29

|

%

|
  |

1,750,000

|
  |

4.48

|

%

|
  |

1,750,000

|
  |

4.70

|

%

|

SPAC Public Shareholders

|
  |

3,563,133

|
  |

8.73

|

%

|
  |

1,781,566

|
  |

4.57

|

%

|
  |

—

|
  |

0

|

%

|

Holders of SPAC Founder Shares

|
  |

1,470,000

|
  |

3.60

|

%

|
  |

1,470,000

|
  |

3.77

|

%

|
  |

1,470,000

|
  |

3.95

|

%

|

Financial advisory (4)

|
  |

25,000

|
  |

0.06

|

%

|
  |

25,000

|
  |

0.06

|

%

|
  |

25,000

|
  |

0.07

|

%

|

Holders of SPAC Public Rights (5)

|
  |

714,285

|
  |

1.75

|

%

|
  |

714,285

|
  |

1.83

|

%

|
  |

714,285

|
  |

1.92

|

%

|

Holders of SPAC Private Rights (5)

|
  |

31,428

|
  |

0.08

|

%

|
  |

31,428

|
  |

0.08

|

%

|
  |

31,428

|
  |

0.08

|

%

|

Pro forma ordinary shares of the Post-Closing Company

|
  |

40,803,846

|
  |

100

|

%

|
  |

39,022,279

|
  |

100

|

%

|
  |

37,240,713

|
  |

100

|

%

|

____________
(1)        Assumes that 1,781,566 Public Shares are redeemed for aggregate redemption payments of approximately $18.86 million, assuming a $10.59 per share redemption price and based on funds in the Trust Account as of March 31, 2026.

(2)        Assumes that 3,563,133 Public Shares are redeemed for aggregate redemption payments of approximately $37.72 million, assuming a $10.59 per share redemption price and based on funds in the Trust Account as of March 31, 2026.

(3)        At the Closing, 1,750,000 shares of Pubco Common Stock will be issued to the DRC Consultant in accordance with the terms of the Consulting Agreement.

(4)        A.G.P. will serve as the financial advisor to the Company with respect to the potential acquisition of a target company. As total compensation for the services, the Company shall pay to A.G.P. The Company shall pay A.G.P. a total transaction fee equal to $500,000. The Transaction Fee shall be payable to A.G.P. upon the closing of the Transaction, of which no less than 50% of the Transaction Fee shall be paid in the form cash; and the remaining balance of the Transaction Fee payable in the form of shares of the combined entity at a price per share equal to the price per share of the combined entity at the time immediately preceding the respective registration statement date of effectiveness. It is assumed that the amount of $250,000 would be paid in the form of shares at a price of $10 per share. This corresponds to a total of 25,000 shares.

(5)        Assumes the exercise of all issued and outstanding SPAC Public Rights and Private Rights, each 7 for 1 share of Pubco Common Stock, at the closing of the Business Combination.

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Dilution

Dilution per share to the original investors in SPAC is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on SPAC’s net tangible book value per share, from the initial public offering price per share paid by original investors in SPAC as set forth as follows under the three redemption scenarios:

|
  |

Assuming No
Redemption

|
  |

Assuming
Intermediate
(50%)
Redemption

|
  |

Assuming
Maximum
(100%)
Redemption

|

Number of shares

|
  |
  |

|
  |
  |

|
  |
  |

|

SPAC Public Shares held by Unaffiliated Public Shareholders (1)

|
  |

3,563,133

|

|
  |

1,781,567

|

|
  |

—

|

|

SPAC Founder Shares

|
  |

1,470,000

|

|
  |

1,470,000

|

|
  |

1,470,000

|

|

Total outstanding SPAC Shares as of March 31, 2026 (1)

|
  |

5,033,133

|

|
  |

3,251,566

|

|
  |

1,470,000

|

|

|
  |
  |

|
  |
  |

|
  |
  |

|

Potential source of dilution:

|
  |
  |

|
  |
  |

|
  |
  |

|

Shares held by Financial Advisor (2)

|
  |

25,000

|

|
  |

25,000

|

|
  |

25,000

|

|

Shares converted by public rights (1/7)

|
  |

714,285

|

|
  |

714,285

|

|
  |

714,285

|

|

Shares converted by private rights (1/7)

|
  |

31,428

|

|
  |

31,428

|

|
  |

31,428

|

|

Fully diluted shares outstanding as of March 31 , 202 6

|
  |

5,803,846

|

|
  |

4,022,279

|

|
  |

2,240,713

|

|

|
  |
  |

|
  |
  |

|
  |
  |

|

SPAC’s net tangible book value as of March 31, 202 6 (3)

|
  |

(355,120

|

)

|
  |

(355,120

|

)

|
  |

(355,120

|

)

|

Adjusted for (4) : Trust account balance as of March 31, 2026

|
  |

37,716,530

|

|
  |

18,858,260

|

|
  |

—

|

|

SPAC’s net tangible book value as of March 31, 2026 , as adjusted

|
  |

37,361,410

|

|
  |

18,503,140

|

|
  |

(355,120

|

)

|

|
  |
  |

|
  |
  |

|
  |
  |

|

Net tangible book value per share as of March 31, 2026

|
  |

(0.07)

|

|
  |

(0.11)

|

|
  |

(0.24

|

)

|

Net tangible book value per share as of March 31, 2026 , as adjusted

|
  |

6.44

|

|
  |

4.60

|

|
  |

(0.16)

|

|

Difference Between Offering Price and Adjusted Net Tangible Book Value per Share

|
  |

3. 56

|

|
  |

5.40

|

|
  |

10.16

|

|

____________
(1)        Reflects the 3,563,133 SPAC Public Shares as at March 31, 2026 after the holders of 1,436,867 Class A ordinary shares elected to redeem their shares for cash at a redemption price of approximately $10.40 per share, for an aggregate redemption amount of approximately $14.94 million in connection with the Special Meeting.

(2)        Reflects the 25,000 Shares payable to the SPAC Financial Advisor.

(3)        SPAC’s net tangible book value was calculated by total assets minus total liabilities minus ordinary shares subject to redemption.

(4)        SPAC’s net tangible book value was adjusted for trust account balance as a result of different level of redemption.

For each of the three redemption scenarios, potential dilution results in the amount of non -redeeming  shareholders’ interest per share being at least the SPAC IPO price per share of ordinary share:

|
  |

Assuming No
redemption

|
  |

Assuming
Intermediate
(50%)
Redemption

|
  |

Assuming
Maximum
(100%)
Redemption

|

Total Outstanding SPAC Shares as of
March 31, 2026 , as adjusted

|
  |

|

5,803,846

|
  |

|

4,022,279

|
  |

|

2,240,713

|

Shares issued to DRC Shareholders, DRC employees and DRC Consultant in Business Combination

|
  |

|

35,000,000

|
  |

|

35,000,000

|
  |

|

35,000,000

|

Number of shares after giving effect to the Business Combination and related financing

|
  |

|

40,803,846

|
  |

|

39,022,279

|
  |

|

37,240,713

|

The company valuation at or above which the non-redeeming shareholders’ interest per share being at least the SPAC IPO price per share

|
  |

$

|

408,038,460

|
  |

$

|

390,222,790

|
  |

$

|

372,407,130

|

____________
*          This table does not include potential sources of dilution that are not probable or not automatically convertible upon the consummation of the Business Combination.

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The above discussion and table are based on 5,000,000 SPAC Public Shares outstanding on March 31, 2026.

Q:       How many votes per share is each share of Pubco Common Stock entitled to pursuant to the Proposed Charter?

A:       Upon the Closing, each holder of record of Common Stock will be entitled to one vote for each share of Common Stock held of record by such holder on all matters on which shareholders are generally entitled to vote.

Q:       What conditions must be satisfied to complete the Business Combination?

A:       The consummation of the Business Combination Agreement is conditioned upon the satisfaction or written waiver (where permissible) by the parties to the Business Combination Agreement of certain customary closing conditions. These conditions include: (i) the absence of specified adverse laws, rules, regulations, judgments, decrees, executive orders or awards making the Business Combination illegal or otherwise prohibiting its consummation; (ii) the Registration Statement having been declared effective by the SEC under the Securities Act of 1933, as amended, no stop order suspending the effectiveness of the Registration Statement being in effect, and no proceedings for purposes of suspending the effectiveness of the Registration Statement having been initiated or threatened in writing by the SEC; (iii) the approval and adoption of the Business Combination Agreement and transactions contemplated thereby by requisite vote of Ribbon shareholders and Pubco’s stockholders; (iv) the size and composition of Pubco’s board of directors being as set forth in the Business Combination Agreement; (v) the Pubco Common Stock having been approved for listing on the Nasdaq Stock Market LLC as set forth in the Business Combination Agreement; (vi) the size and composition of Pubco’s board of directors will be as set forth in the Business Combination Agreement; and (vii) the receipt by the parties of a fairness opinion for the Business Combination from an investment bank approved by Ribbon For more information, see “ The Business Combination Proposal — Business Combination Agreement — Closing Conditions .”

Q:       Why is Ribbon providing shareholders with the opportunity to vote on the Business Combination?

A:       Pursuant to the Current Charter, we are required to provide Public Shareholders with an opportunity to have their shares redeemed for cash upon the consummation of our initial business combination, either in conjunction with a shareholder vote or tender offer. Due to the structure of the Business Combination, we are providing this opportunity in conjunction with a shareholder vote

Q:       How many votes do I have at the EGM?

A:       Ribbon shareholders are entitled to one vote at the EGM for each Ribbon Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the EGM, there were [    ] Ribbon Ordinary Shares issued and outstanding, of which [    ] were issued and outstanding Public Shares.

Q:       What vote is required to approve the Proposals to be presented at the EGM?

A:       The NTA Proposal —  The approval of the NTA Proposal requires a special resolution under the Companies Act and the Current Charter, being the affirmative vote of the holders of at least two -thirds of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the NTA Proposal.

The Domestication Proposal  — The approval of the Domestication Proposal requires a special resolution under the Companies Act and the Current Charter, being the affirmative vote of the holders of at least two -thirds of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Domestication Proposal at the EGM.

The Business Combination Proposal  — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Business Combination Proposal at the EGM.

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The Organizational Documents Proposal  — The approval of the Organizational Documents Proposal requires a special resolution under the Companies Act and the Memorandum and Articles of Association, being the affirmative vote of the holders of at least two -thirds of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Organizational Documents Proposal at the EGM .

The Nasdaq Proposal —  The approval of the Nasdaq Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Nasdaq Proposal at the EGM.

The Incentive Plan Proposal  — The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Incentive Plan Proposal at the EGM.

The Director Election Proposal —  The approval of the Director Election Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Director Election Proposal at the EGM.

Adjournment Proposal  — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Ribbon Ordinary Shares who, being present in person, virtually or by proxy and entitled to vote at the EGM, vote in favor of the Adjournment Proposal at the EGM.

Q:       What constitutes a quorum at the EGM?

A:       A quorum is the minimum number of our ordinary shares that must be present to hold a valid meeting. The holders of majority of the Ribbon Ordinary Shares being individuals present in person or by proxy or if a corporation or other non -natural  person by its duly authorized representative or proxy shall be a quorum. Abstentions will count as present for the purposes of establishing a quorum. Broker non -votes  will not count as present for the purposes of establishing a quorum. Ribbon Class A Ordinary Shares and Ribbon Class B Ordinary Shares are entitled to vote together as a single class on all matters to be considered at the EGM. Voting on all resolutions at the EGM will be conducted by way of a poll vote. Shareholders will have one vote for each ordinary share owned at the close of business on the Record Date.

Q:       May the Sponsor or Ribbon’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:       The Sponsor and Ribbon’s directors, officers, advisors or their affiliates may purchase Ribbon Ordinary Shares in privately negotiated transactions or in the open market either prior to or after the Closing, including from Ribbon Public Shareholders who would have otherwise exercised their Redemption Rights. However, the Sponsor, directors, officers and their affiliates have no current commitments or plans to engage in such transactions and have not formulated any terms or conditions for any such transactions at the date of this proxy statement/prospectus. If the Sponsor or the Ribbon’s directors, officers, advisors or affiliates engage in such transactions, any such purchases will be subject to limitations regarding possession of any material nonpublic information not disclosed to the seller of such shares and they will not make any such purchases if such purchases are prohibited by Regulation M under the Exchange Act. They will also not vote any shares purchased in connection with the Business Combination. Any such purchase after the Record Date would include a contractual acknowledgement that the selling shareholder, although still the record holder of Ribbon Ordinary Shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its Redemption Rights. In the event the Sponsor or Ribbon’s directors, officers or advisors or their affiliates purchase shares in privately negotiated transactions from Ribbon Public Shareholders who have already elected to exercise their Redemption Rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions.

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Q:       How will the Sponsor vote?

A:       As of the date of this proxy statement/prospectus, the Sponsor, Ribbon Investment Company Ltd and the Ribbon’s officers and directors own an aggregate of 1,470,000 Ribbon Ordinary Shares, representing approximately 22.72% of the issued and outstanding Ribbon Ordinary Shares. Pursuant to the Letter Agreement, the Sponsor has agreed to vote the Ribbon Ordinary Shares owned by it in favor of the Proposals and the other holders of the Ribbon Founder Shares have agreed to vote the Ribbon Ordinary Shares owned by them in favor of the Business Combination Proposal.

The Ribbon Board believe that the Business Combination Proposal and the other proposals to be presented at the EGM are in the best interest of Ribbon. Accordingly, the Ribbon Board unanimously recommend that Ribbon’s shareholders vote “FOR” the approval of the NTA Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval of the Nasdaq Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the EGM.

Q:       What are the recommendations of the Board?

A:       Ribbon Board believe that the Business Combination Proposal and the other proposals to be presented at the EGM are in the best interest of Ribbon. Accordingly, the Ribbon Board unanimously recommend that Ribbon’s shareholders vote “FOR” the approval of the NTA Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval of the Nasdaq Proposal, “FOR” the approval of the Incentive Plan Proposal, “FOR” the approval of the Director Election Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the EGM.

The existence of financial and personal interests of one or more of Ribbon’s directors may result in a conflict of interest on the part of such director(s) between what such director may believe is in the best interests of Ribbon and its shareholders and what such director may believe is best for themselves in determining to recommend that shareholders vote for the proposals. Ribbon’s officers have interests in the Business Combination that may be different from, or in addition to, your interests as a shareholder. The Ribbon Board was aware of and considered these interests, among other matters, in approving the Business Combination and in determining to recommend to the Ribbon shareholders to vote in favor of the Shareholder Proposals. See the “ The Business Combination Proposal — Certain Interests of Ribbon’s Directors and Officers and Others in the Business Combination. ”

Q:       What happens if I sell my Ribbon Class A Ordinary Shares before the EGM?

A:       The Record Date for the EGM is earlier than the date of the EGM and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the applicable Record Date, but before the EGM, unless you grant a proxy to the transferee, you will retain your right to vote at the EGM but the transferee, and not you, will have the right to redeem such shares.

Q:       What happens if a substantial number of the public shareholders vote in favor of the Business Combination and exercise their redemption rights?

A:       Ribbon Public Shareholders are not required to vote “FOR”, “AGAINST” or not vote at all on the Business Combination in order to exercise their Redemption Rights, although redemption is only available if the Business Combination is consummated. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Ribbon Public Shareholders are reduced as a result of redemptions by Ribbon Public Shareholders.

The Business Combination Agreement provides that the obligations of the parties to consummate the Business Combination are conditioned on, among other things, the requisite approval of the parties’ respective equity holders. The Business Combination Agreement is also subject to the satisfaction or waiver of certain other closing conditions as described in this proxy statement/prospectus. There can be no assurance that the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement.

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Additionally, as a result of redemptions, the trading market for the Surviving Pubco Common Stock may be less liquid than the market for the Ribbon Public Shares was prior to consummation of the Business Combination and we may not be able to meet the listing standards for Nasdaq or another national securities exchange

Q:       Do I have redemption rights in connection with the Business Combination?

A:       If you are a holder of Public Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described in the Amended and Restated Memorandum and Articles of Association and elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold in our IPO. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares sold in our IPO, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Converted Ribbon Class A Ordinary Shares in connection with the Closing. The Converted Ribbon Class A Ordinary Shares will be excluded from the pro rata calculation used to determine the per -share Redemption Price.

Q:       Will my vote affect my ability to exercise redemption rights?

A:       No. You may exercise your redemption rights whether you vote your Public Shares for or against the Proposals or do not vote your shares. As a result, the Proposals can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash, and the potential inability to meet the listing standards of Nasdaq.

Q:       How do I exercise my redemption rights?

A:       If you are a Ribbon Public Shareholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern Time, on [    ], 2026 (two Business Days before the EGM), that Ribbon redeem your shares for cash, (ii) affirmatively certify in your request to the Transfer Agent for Redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d -3 of the Exchange Act) and (iii) submit your request in writing to Ribbon’s Transfer Agent, at the address listed at the end of this section and deliver your share certificates (if any) and other redemption forms to the Transfer Agent physically or your shares electronically using The Depository Trust Company’s DWAC system at least two Business Days prior to the vote at the EGM.

If you deliver your share certificates (if any) and other redemption forms for the Redemption to the Transfer Agent and later decide prior to the EGM not to elect the Redemption, you may request that the Transfer Agent return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section.

Any corrected or changed written demand of Redemption Rights must be received by Ribbon’s secretary two Business Days prior to the vote taken on the Business Combination Proposal at the EGM. No demand for the Redemption will be honored unless the holder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the Transfer Agent at least two Business Days prior to the vote at the EGM.

Ribbon Public Shareholders seeking to exercise their Redemption Rights and opting to deliver share certificates (if any) and other redemption forms should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Ribbon’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Ribbon does not have any control over

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this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

If a Ribbon Public Shareholder properly demands the Redemption as described above, then, if the Business Combination is completed, Ribbon will redeem the shares subject to the Redemption for cash. Such amount will be paid promptly after completion of the Business Combination. If you exercise your Redemption Rights, then you will be exchanging your Ribbon Ordinary Shares for cash and will no longer own these shares following the Business Combination.

If you are a Ribbon Public Shareholder and you exercise your Redemption Rights, it will not result in either the exercise or loss of any Ribbon Rights that you may hold. Your Ribbon Rights will continue to be outstanding following exercise of the Redemption of your Ribbon Ordinary Shares and will be converted into shares of Surviving Pubco Common Stock in connection with the completion of the Business Combination, subject to the applicable requirements under the terms therein.

If you intend to seek to exercise Redemption Rights, you will need to deliver your share certificates (if any) and other redemption forms (either physically or electronically) to the Transfer Agent prior to the EGM, as described in this proxy statement/prospectus. If you have questions regarding the certification of your position or delivery of your share certificates (if any) and other redemption forms, please contact: [      ].

Q:       What are the U.S. federal income tax consequences of exercising my redemption rights?

A:       The U.S. federal income tax consequences of exercising your Redemption Rights depend on your particular facts and circumstances. See the section entitled “ Material U.S. Federal Income Tax Consequences.”  All holders of Ribbon Ordinary Shares and Ribbon Rights considering exercising their Redemption Rights are urged to consult their tax advisors on the tax consequences to them of an exercise of Redemption Rights, including the applicability and effect of U.S. federal, state and local non -U .S. income and other tax laws.

Q:       If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:       No. Holders of issued and outstanding Ribbon Units must elect to separate the Ribbon Units into the underlying Ribbon Public Shares and Ribbon Public Rights prior to exercising Redemption Rights with respect to the Ribbon Public Shares. If you hold your Ribbon Units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the Ribbon Units into the underlying Ribbon Ordinary Shares and Ribbon Rights, or if you hold Ribbon Units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. The Redemption Rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the Transfer Agent in order to validly redeem its shares. You are requested to cause your Ribbon Public Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on [    ], 2026 (two Business Days before the EGM) in order to exercise your Redemption Rights with respect to your Ribbon Public Shares.

Q:       If I am a Rights holder, can I exercise redemption rights with respect to my Rights?

A:       No. The holders of Ribbon Rights have no redemption rights with respect to Ribbon Rights. Further, while the level of Redemptions will not directly change the value of the Ribbon Rights, as the Ribbon Rights will remain outstanding regardless of the level of redemptions, as redemptions of Ribbon Ordinary Shares increase, a holder of Ribbon Rights will ultimately own a greater interest in the Surviving Pubco because there would be fewer shares of Surviving Pubco Common Stock outstanding overall. For additional information see “ — Ownership of Surviving Pubco After the Closing .”

Q:       Do I have appraisal rights in connection with the proposed Business Combination?

A:       Ribbon shareholders do not have appraisal or dissenters’ rights in connection with the Business Combination under the Companies Act.

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Q:       What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:       Following the closing of the IPO, $50.0 million of the net proceeds from the IPO and certain of the proceeds from the private placement were placed in the Trust Account. As of January 16, 2025, funds in the Trust Account totaled $50.0 million and were comprised entirely of U.S. government securities with maturities of 185 days or less or money market funds meeting certain conditions under Rule 2a -7 promulgated under the Investment Company Act. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of: (i) the completion of a business combination (including the Business Combination); (ii) the redemption of all of the Public Shares if Ribbon is unable to complete an initial business combination within the Combination Period; and (iii) the redemption of any Public Shares properly tendered in connection with certain shareholder votes (for example, to approve certain amendments to the Memorandum and Articles of Association), in each case subject to applicable law.

Upon the Closing, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of DRC following the Business Combination. See the section of this proxy statement/prospectus entitled “ Summary of the Proxy Statement / Prospectus — Sources and Uses of Funds for the Business Combination .”

Q:       What happens if the Business Combination is not consummated?

A:       If we do not complete the Business Combination for whatever reason, we would search for another target business with which to complete a business combination. If we do not complete the Business Combination or another business combination by the Extended Deadline, we must redeem 100% of the issued and outstanding Public Shares, at a per -share  price, payable in cash, equal to an amount then held in the Trust Account (less taxes payable) divided by the number of outstanding Public Shares and, following such redemption, we will liquidate and dissolve. Our holders of the Founder Shares waived their redemption rights with respect to ordinary shares owned by them in the event a business combination is not effected in the required time period.

Q:       What do I need to do now?

A:       You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then submit a proxy to vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, submit your voting instructions on the voting instruction form provided by the broker, bank or nominee.

Q:       How do I vote?

A:       If you are a shareholder of record of Ribbon as of [    ], 2025, the Record Date, you may submit your proxy before the EGM in any of the following ways, if available:

•          use the toll -free number shown on your proxy card;

•          visit the website shown on your proxy card to vote via the internet; or

•          complete, sign, date and return the enclosed proxy card in the enclosed postage -paid envelope.

Shareholders who choose to participate in the EGM can vote their shares electronically during the meeting via live audio webcast by visiting [      ]. You will need the control number that is printed on your proxy card to enter the EGM. Ribbon recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the EGM starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the EGM will need to obtain a proxy form from their broker, bank or other nominee.

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Q:       What will happen if I abstain from voting or fail to vote at the EGM?

A:       Each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the Director Election Proposal and Adjournment Proposal will require an ordinary resolution, being the affirmative vote of the members representing at least a simple majority of the votes cast by holders of Ribbon Ordinary Shares present and voting in person or by proxy at the EGM. Each of the NTA Proposal, the Domestication Proposal and the Organizational Documents Proposal will require a special resolution as a matter of Cayman Islands law, being the affirmative vote of the members representing at least two -thirds of the votes cast by holders of Ribbon Ordinary Shares entitled to vote and present and voting in person or by proxy at the EGM. If any of the Required Proposals fail to receive the required approval by the shareholders of Ribbon at the EGM, the Business Combination will not be completed. Abstentions will be considered present for the purposes of establishing a quorum. Abstentions will not count as votes cast at the EGM. Accordingly, if you do not vote or if you abstain from voting, it will have no effect on the outcome for any of the proposals. However, if you do not vote by proxy and do not attend the meeting virtually or in person, you shares will not count towards the establishment of a quorum. All proposals presented at the EGM are “non -routine ” matters and, therefore, there will be no “broker non -votes .

Q:       What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:       If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted “FOR” all of the proposals in accordance with the recommendation of Ribbon Board. Proxy cards received after the time specified above will not be counted.

Q:       If I am not going to attend the EGM virtually or in person, should I return my proxy card instead?

A:       Yes. Whether or not you plan to virtually attend the EGM, please read the proxy statement carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage -paid envelope provided.

Q:       If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:       Your broker, bank or nominee can vote your shares without receiving your instructions on “routine” proposals only. Your broker, bank or nominee cannot vote your shares with respect to “non -routine ” proposals, unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.

The Business Combination Proposal, the Authorized Share Capital Amendment Proposal, the Articles Amendment Proposals and the Adjournment Proposal are non -routine proposals. Accordingly, your broker, bank or nominee may not vote your shares with respect to these proposals, unless you provide voting instructions.

Q:       May I change my vote after I have mailed my signed proxy card?

A:       Yes. Shareholders of record may send a later -dated , signed proxy card to our transfer agent at the address set forth below so that it is received no later than 48 hours before the time appointed for the holding of the EGM (or, in the case of an adjournment, no later than 48 hours before the time appointed for the holding of the adjourned meeting) or attend the EGM and vote in person, including virtually by submitting a ballot through the web portal during the EGM webcast. Shareholders of record also may revoke their proxy by sending a notice of revocation to our transfer agent, which must be received prior to the vote at the EGM. If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote. If you hold your shares in “street name” and wish to virtually attend the EGM and vote through the web portal, you must obtain a legal proxy from your broker, bank or nominee.

Q:       What should I do if I receive more than one set of voting materials?

A:       Shareholders may receive more than one set of voting materials, including multiple copies of this Registration Statement/Proxy Statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your shares.

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Q:       Who will solicit and pay the cost of soliciting proxies?

A:       We will pay the cost of soliciting proxies for the EGM. We have engaged [    ] to assist in the solicitation of proxies for the EGM. We have agreed to pay [    ] a fixed fee of $[    ], plus associated disbursements, to reimburse the firm for its reasonable and documented costs and expenses, and an amount equal to [    ]% of certain fees for administration, technology, and research and data services with a minimum charge of $[    ] and to indemnify the firm and its affiliates against certain claims, liabilities, losses, damages and expenses. We will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Public Shares for their expenses in forwarding soliciting materials to beneficial owners of Public Shares and in obtaining voting instructions from those owners. Our directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:       How do redemptions affect my Public Rights and the interests of non -redeeming shareholders?

A:       If you elect to redeem your Public Shares in connection with the Business Combination, you will still retain your Public Rights. These Rights will not be canceled or forfeited upon redemption and will automatically convert into shares of the post -combination company upon the closing of the Business Combination. As a result, redeeming shareholders may receive cash for their Public Shares and continue to benefit from the upside of the combined company, i.e., Pubco, through the shares issued upon conversion of their retained Public Rights.

This structure creates a potential divergence of interests between redeeming and non -redeeming shareholders. Redeeming shareholders reduce their risk exposure by exiting their equity position for cash, while still participating in the future equity upside through the conversion of their Public Rights. Non -redeeming shareholders, on the other hand, remain fully invested in the combined company, i.e., Pubco, and bear the associated risks of post -combination performance. However, they are also subject to dilution from the issuance of shares underlying all outstanding Public Rights — including those held by redeeming shareholders.

The dilutive impact on non -redeeming shareholders can be significant, particularly if a large number of shareholders choose to redeem their shares. While the number of outstanding common shares is reduced due to redemptions, the number of shares issued upon conversion of Public Rights remains fixed. This means that a higher redemption rate leads to a smaller base of non -redeeming shareholders over which the dilutive effect of Rights is spread, thereby increasing the relative dilution per remaining shareholder. In addition to reducing percentage ownership and voting power, high levels of redemptions may also decrease the amount of cash available to the post -combination company and could necessitate additional financing, which may be further dilutive.

This dynamic is typical in SPAC transactions where Public Rights (or similar instruments such as warrants) are designed to survive redemptions. However, it is important for investors to understand that by choosing not to redeem, they may experience disproportionate dilution relative to redeeming shareholders who retain their Rights and benefit from the issuance of post -closing shares without maintaining an equity stake at the time of Closing.

Q:       Who will serve as the directors and executive officers of Pubco following the Business Combination?

A:       The Pubco Board will consist of seven (7) directors following the completion of the Business Combination.Six (6) directors designated by DRC and one (1) director designated by Ribbon.

Name

|
  |

Age

|
  |

Position(s)

|

Executive Officers

|
  |
  |
  |
  |

Narumi Okazaki

|
  |

63

|
  |

Chairman of the Board and Chief Executive Officer

|

Akira Okada

|
  |

56

|
  |

Director, Chief Financial Officer and Chief Operating Officer

|

Shigeo Kamitsuji

|
  |

52

|
  |

Director, Chief Technology Officer

|

Non-Executive Directors

|
  |
  |
  |
  |

Masahiro Fujimaki

|
  |

61

|
  |

Director

|

Takenori Machida

|
  |

82

|
  |

Director

|

Shinji Kaburagi

|
  |

56

|
  |

Director

|

Jon Nathan Miller

|
  |

53

|
  |

Director

|

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Executive Officers

Narumi Okazaki , aged 63, serves as the Chairman of the Board and Chief Executive Officer of Pubco, and as the Representative Director and Chief Executive Officer of the Company. Mr. Okazaki has over three decades of experience in the medical field and has been instrumental in establishing and managing a number of healthcare organizations in Japan. Mr. Okazaki began his career in April 1989 at Kochi Medical University (now Kochi University School of Medicine) Affiliated Hospital and, in January 1993, joined Tokyo Medical University. In November 1995, he was appointed Director of Japan Medical Aid Co., Ltd. In 1997, he joined Akiyama Memorial Hospital. In November 1998, Mr. Okazaki founded the Nishi -Shinjuku Ladies Clinic (now Shinjuku Ladies Clinic Association Medical Corporation), serving as its Director. In June 2003, he was appointed Representative Director of Doctors and Biochemist Co., Ltd. In September 2008, he became a Director of WithDoctor Co., Ltd. (currently the Company). Two years later, in March 2010, he established Medical Corporation NLCG (currently Medical Corporation Shinjuku Ladies Clinic Association) and became its Chairman and Director. In January 2011, he was appointed Director of WithDoctor Co., Ltd. and Japan Medical Management Co., Ltd. (now SLC Management Co., Ltd.). Since September 2016, Mr. Okazaki has served as Representative Director of the Company, a position he continues to hold today.

Akira Okada , aged 56, serves as Director, Chief Financial Officer, and Chief Operating Officer of Pubco. Mr. Okada began his career in April 1993 at Sanwa Bank, Limited (currently MUFG Bank, Ltd.). From April 1996 to March 1998, he was seconded to the Ministry of International Trade and Industry (currently the Ministry of Economy, Trade and Industry). In August 2003, he was seconded to Mitsubishi UFJ Capital Co., Ltd. In April 2009, he founded Sunlight Partners, which was incorporated as Sunlight Partners Inc. in July 2013, where he continues to serve as Representative Director. Mr. Okada joined the Company in February 2025 and serves as Assistant General Manager of the Accounting and Finance Department and Head of the NASDAQ Listing Project. Mr. Okada holds a B.A. in Economics from Tokyo University.

Shigeo Kamitsuji , aged 52, serves as Director and Chief Technology Officer of Pubco. Dr. Kamitsuji began his career in April 2003 as a Special Researcher at Tokyo Women’s Medical University. In April 2005, he joined the Biological Information Consortium as a Special Researcher. Since March 2006, he has served as a Director and General Manager of Stagen Co., Ltd. In December 2023, he established H2K LLC, where he continues to serve as Representative Partner. Dr. Kamitsuji also serves as a Part -time Lecturer at the University of Yamanashi Faculty of Medicine and Sophia University Graduate School of Science and Technology, an Academic Lecturer for the CoBiA project under the Ministry of Education, Culture, Sports, Science and Technology, Statistical Expert of the Tokyo Metropolitan Government’s Advanced Medical Device Acceleration Project, and is scheduled to become a Visiting Professor at the Institute of Science Tokyo in April 2026. He holds a B.S., an M.S., and a Ph.D. in Science from Keio University.

Non-Executive Directors

Masahiro Fujimaki , aged 61, serves as an Independent Director of Pubco. Mr. Fujimaki began his career in April 1987 at Takeda Pharmaceutical Company Limited. He served as Executive Vice President of Takeda Pharmaceuticals North America, Inc. from 2005 and as Head of Planning for Strategic Product Planning from 2009. In 2012, he was appointed Deputy General Manager of the Corporate Planning Department at Takeda Pharmaceutical Company Limited. In 2015, he became General Manager of Distribution and Regional Access of the Japan Pharma Business Unit. After retiring from Takeda Pharmaceutical Company Limited in February 2025, he joined Medipal Holdings Corporation in April 2025, where he continues to serve as Executive Officer in charge of Business Strategy. Mr. Fujimaki holds a B.A. in Economics from Keio University and an MBA from the Kellogg School of Management at Northwestern University.

Shinji Kaburagi , aged 56, serves as an Independent Director of Pubco. Mr. Kaburagi began his career in October 1990 at Chuo Shinko Audit Corporation and worked at Chuo Aoyama Audit Corporation until June 2000. In July 2000, he established the Kaburagi CPA Office, where he continues to serve as Representative. He concurrently serves as a Corporate Auditor for several companies, including Ecos Co., Ltd. since June 2003, Accelia Inc. since June 2004, and Sazaby League, Ltd. since June 2005. Mr. Kaburagi is a Certified Public Accountant and a Certified Tax Accountant. He holds a B.A. in Economics from Keio University and an MBA from the Graduate School of Finance, Accounting and Law at Waseda University.

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Takenori Machida , aged 82, serves as an Independent Director of Pubco. Mr. Machida began his career in April 1978 as a Public Prosecutor, serving at the Hiroshima District Public Prosecutors Office. After resigning as a Public Prosecutor, he registered as an attorney -at -law in April 1983 and joined Serizawa Law & Accounting Office. In November 1989, he established Kyodo Law Office, where he continues to serve as Representative. Mr. Machida holds a Bachelor of Laws and a Master of Laws from Waseda University.

John Nathan Miller , aged 53, serves as an Independent Director of Pubco. Prior to the Business Combination, Mr. Miller served as a director for Ribbon. Mr. Miller co -founded the consulting firm Gemba Research in 1998, serving as its President and CEO until 2011. From 2011 to 2015, he served as the Global Chief Executive Officer and a board member of the Kaizen Institute. In 2009, he co -founded Gemba Academy LLC, where he currently serves as Vice President and Head of Content Development. Earlier in his career, Mr. Miller worked as an interpreter for Shingijutsu Co., Ltd. Mr. Miller holds a B.A. in Linguistics from McGill University.

Shinji Kaburagi , aged 56, serves as an Independent Director of Pubco. Mr. Kaburagi began his career in October 1990 at Chuo Shinko Audit Corporation and worked at Chuo Aoyama Audit Corporation until June 2000. In July 2000, he established the Kaburagi CPA Office, where he continues to serve as Representative. He concurrently serves as a Corporate Auditor for several companies, including Ecos Co., Ltd. since June 2003, Accelia Inc. since June 2004, and Sazaby League, Ltd. since June 2005. Mr. Kaburagi is a Certified Public Accountant and a Certified Tax Accountant. He holds a B.A. in Economics from Keio University and an MBA from the Graduate School of Finance, Accounting and Law at Waseda University.

Q:       What will be Pubco’s anticipated liquidity position following the consummation of the Business Combination?

A:       Assuming the consummation of the Business Combin

### EX-23.1 - CONSENT OF AUDIT ALLIANCE LLP FOR RIBBON ACQUISITION CORP'S FINANCIAL STATEMENTS
EX-23.1
2
ea025421715ex23-1.htm
CONSENT OF AUDIT ALLIANCE LLP FOR RIBBON ACQUISITION CORP'S FINANCIAL STATEMENTS AND NOTES

Exhibit
23.1

|
AUDIT
ALLIANCE LLP ®
A
Top 18 Audit Firm

10
Anson Road, #20- 16 International Plaza, Singapore 079903.

UEN:
T12LL1223B GST Reg No: M90367663E Tel: (65) 6227 5428

Website:
www.allianceaudit.com

|
|

CONSENT
OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING
FIRM

We consent to the use in this
Registration Statement on Form 10-K of our report dated March 31, 2026, relating to the financial statements of Ribbon Acquisition Corp.
as of December 31, 2025 and 2024 and for the year ended December 31, 2025 and for the period from July 17, 2024 (inception) to December
31, 2024. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/
Audit Alliance LLP

Singapore

June
04, 2026

### EX-23.2 - CONSENT OF ENROME LLP, AN INDEPENDENT REGISTERED ACCOUNTING FIRM FOR DRC MEDICIN
EX-23.2
3
ea025421715ex23-2.htm
CONSENT OF ENROME LLP, AN INDEPENDENT REGISTERED ACCOUNTING FIRM FOR DRC MEDICINE INC

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED
PUBLIC

ACCOUNTING FIRM

We consent to
the reference to our firm under the caption “Experts” and to the use of our report dated October 07, 2025, with respect to
the consolidated financial statements of DRC Medicine Inc. as of and for the period from June 4, 2025 (date of incorporation) to July
31, 2025 in this Registration Statement on Form S-4 and the related Prospectus of DRC Medicine Inc. filed with the Securities and Exchange
Commission.

/s/ Enrome LLP |
|

|
|

Singapore |
|

|
|

Jun 4, 2026 |
|

Enrome
LLP |
143
Cecil Street #19-03/04

GB Building Singapore 069542

|
admin@enrome-group.com

www.enrome-group.com |

### EX-23.3 - CONSENT OF ENROME LLP, AN INDEPENDENT REGISTERED ACCOUNTING FIRM FOR DRC MEDICIN
EX-23.3
4
ea025421715ex23-3.htm
CONSENT OF ENROME LLP, AN INDEPENDENT REGISTERED ACCOUNTING FIRM FOR DRC MEDICINE LTD

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED
PUBLIC

ACCOUNTING FIRM

We consent to the
reference to our firm under the caption “Experts” and to the use of our report dated January 09, 2026, with respect to the
financial statements of DRC Medicine Ltd. (Formerly Known As DR.C MEDICAL MEDICINE CO., LTD.), as of and for the years ended July 31,
2024 and 2025 in this Registration Statement on Form S-4 and the related Prospectus of DRC Medicine Inc. filed with the Securities and
Exchange Commission.

/s/ Enrome LLP |
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Singapore |
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Jun 4, 2026 |
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Enrome
LLP |
143 Cecil Street #19-03/04

GB Building Singapore 069542

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admin@enrome-group.com

www.enrome-group.com
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