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)

_______________________

c/o DRC Medicine Ltd.
Shinjuku i-Land Tower, 4th 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, 4th 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:

_______________________

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.

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.

TABLE OF CO-REGISTRANTS

____________

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

c/o DRC Medicine Ltd.
Shinjuku i-Land Tower, 4th 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 42nd Street, 18th Floor
New York, NY 10168
(800) 221-0102

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, OF DRC MEDICINE 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

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:

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.

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.

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.

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,

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.

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 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

TABLE OF CONTENTS

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.

“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.

“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

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® orTM 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.

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;

•        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

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.

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

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.

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 (1/7th) 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.

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;

•        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

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.

•        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

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.

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.

____________

(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.

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:

____________

(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:

____________

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

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.

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.

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.

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

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.

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.

Assuming no redemptions, Pubco expects that its existing cash resources following the Business Combination, will be sufficient to fund its operating expenses and capital requirements through approximately July 31, 2028. In the event that none of Pubco’s product candidates have attained marketing permission at the end of such period, Pubco will require Additional Funding to continue executing its business plan.

Assuming Intermediate Redemption, Pubco expects that its existing cash resources following the Business Combination will be sufficient to fund its operating expenses and capital requirements through approximately July 31, 2027. Thereafter, in order to continue executing its business plan, Pubco will require Additional Funding in the approximate amounts of $20 million for the 2027~28 financial year and $20 million for the 2028~29 financial year.

Assuming Maximum Redemption, Pubco does not expect that its existing cash resources as of the closing of the Business Combination will be sufficient to fund its operating expenses and capital requirements thereafter pending Additional Funding; in such event, Pubco will delay the development of its products other than the mask for the treatment of seasonal allergic rhinitis by approximately 9 months from its initial plan. Under these circumstances, PubCo will require Additional Funding in the approximate amounts of $4.4 million for the 2025~2026 financial year, $10 million for the 2026~27 financial year, $16 million for the 2027~28 financial year, and in the event that none of Pubco’s product candidates have attained marketing permission at the end of such period, $20 million for the 2028~29 financial year.

These estimates are based on current assumptions regarding development timelines, trial design, regulatory requirements and costs, and the extent of the availability of Additional Funding, and may change as development progresses or as Additional Funding becomes available. Pubco does not currently have any committed Additional Funding, and there can be no assurance that Additional Funding will be available on acceptable terms, or at all.

Q:     Does Pubco have any indebtedness that matures in calendar year 2026?

A:     Following the consummation of the Business Combination, Pubco will have indebtedness maturing in calendar year 2026 consisting of an outstanding principal balance of approximately $4.1 million. Pubco currently expects to be able to satisfy these obligations.

Q:     Who can help answer my questions?

A:     If you have questions about the Business Combination or if you need additional copies of this Registration Statement/Proxy Statement or the enclosed proxy card, you should contact the proxy solicitor at:

[    ]

You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a Public Shareholder and you intend to seek redemption of your shares, you will need to deliver your share certificates (if any) and other redemption documents (either physically or electronically) to our transfer agent at the address below or deliver your shares electronically to the transfer agent using The Depository Trust Company’s DWAC System at least two (2) Business Days prior to the vote at the EGM. If you have questions regarding the certification of your position or delivery of your share certificates and redemption forms, please contact:

[    ]

RISK FACTORS

You should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before you decide whether to vote or instruct your vote to be cast to approve the proposals described in this proxy statement/prospectus. Certain of the following risk factors apply to the business and operations of DRC and will also apply to the business and operations of Pubco following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, financial condition, results of operations, prospects and trading price of Pubco’s securities following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Pubco, Ribbon and DRC, which later may prove to be incorrect or incomplete. Pubco, Ribbon and DRC may face additional risks and uncertainties that are not presently known to them, or that are currently deemed immaterial, but which may also ultimately have an adverse effect on any such party.

Risks Related to DRC’s Financial Condition and Capital Requirements

We have incurred substantial losses and maintain a shareholders’ deficit, and we expect to continue incurring losses and negative cash flows for the foreseeable future.

We have recorded recurring net losses and used cash in operating activities, and we carry a significant shareholders’ deficit, which together raise substantial doubt about our ability to continue as a going concern absent additional financing or successful execution of our plans. For the fiscal year ended July 31, 2025, we incurred a net loss of $1,676,153 and used $1,174,092 of cash in operating activities. As of July 31, 2025, our balance sheets reflected total shareholders’ deficits of approximately $4,780,676 and accumulated deficits of approximately $6,405,530. Our materials also indicate a going-concern uncertainty due to continued losses, capital deficiency and delays in the launch of our Hydro Silver Titanium® (HST) Sheet therapeutic mask, following non-approval by Japan’s PMDA in March 2024. Even if we obtain additional funding, we expect to continue incurring significant expenses associated with product development, regulatory engagement and operating needs, and we may never achieve or sustain profitability. Our ability to reduce losses and move toward profitability depends on factors outside our control, including regulatory timing, market acceptance and macroeconomic conditions. If we are unable to achieve sufficient revenues or secure adequate financing on acceptable terms, we may be forced to delay, scale back or discontinue projects, which could materially harm our business, financial condition and prospects.

We will require substantial additional capital to execute our strategy; if capital is unavailable or too costly, our growth and product plans could be delayed or halted.

Our liquidity profile shows modest cash, ongoing operating cash outflows and meaningful debt service obligations, all of which will require access to additional capital to fund operations and strategic initiatives. As of July 31, 2024 and 2025, we had cash and cash equivalents of $88,245 and $284,303, respectively, and we used $1,775,764 and $1,174,092 of cash in operating activities during those periods. We have historically financed our needs through equity issuances and bank borrowings, and we may continue to rely on external capital to fund R&D, regulatory processes, working capital and potential scale-up. A third-party financial support agreement entered on August 1, 2025 (up to JPY 500 million through July 31, 2027) provides additional potential liquidity, but it does not eliminate our need for capital over the long term and reliance on third-party support carries execution and counterparty risks. If we cannot raise capital when needed and on acceptable terms, we could be forced to delay or curtail development and commercialization plans, reduce headcount or other costs, or pursue strategic alternatives, any of which could materially and adversely affect our business and financial condition.

Our significant indebtedness could adversely affect our financial condition and require a substantial portion of cash flows for debt service.

We carry a significant amount of bank borrowings with fixed interest rates and maturities extending through 2032. As of July 31, 2024 and 2025, total borrowings were approximately $5,912,960 and $5,840,312, respectively, with weighted-average interest rates of ~0.74% and ~0.91% per annum. Servicing this debt will divert cash from operations and development activities; interest expense was $45,563 and $54,637 for the years ended July 31, 2024 and 2025, respectively. Debt covenants (if any), refinancing risks, changes in interest rates applicable to new debt, or

adverse currency movements could further pressure liquidity and flexibility. If our operating results or access to capital worsen, we may be unable to refinance existing indebtedness or meet payment obligations, which could adversely impact our business and could result in default and other remedies by lenders.

A portion of our bank borrowings is guaranteed by a significant shareholder; changes to or loss of this guarantee could impair our financing arrangements and liquidity.

Certain borrowings are guaranteed by an individual significant shareholder. As of July 31, 2024 and 2025, $1,042,432 and $1,031,878, respectively, of such borrowings were supported by this guarantee. The continuation, terms and scope of any guarantee are subject to change at the discretion of the guarantor and the bank. If this guarantee is reduced or withdrawn, lenders could seek alternative security, change pricing or other terms, limit availability, or accelerate repayment, any of which could adversely affect our liquidity and financial condition.

Our current revenue base is modest and is not yet derived from regulated medical device sales, which heightens our dependence on external financing and successful regulatory outcomes.

Our recent revenues have come primarily from consumer hygiene products and licensing, and we have not yet recognized revenue from medical device or pharmaceutical product commercialization. As a result, our cash inflows remain limited relative to operating and development needs. Until we obtain regulatory clearance for the HST Sheet therapeutic mask and can scale commercialization, we expect to depend on external sources of capital and on ancillary revenue streams that may be volatile or insufficient to fund operations. Importantly, the PMDA did not approve the HST Sheet medical device application in March 2024, extending our time to potential market entry and increasing our financing requirements. If we do not convert our pipeline into approved and commercially accepted products on the timelines we anticipate (if at all), our ability to achieve sustainable revenues and reduce our reliance on outside financing will be materially constrained.

Our gross margins are subject to pressure from product mix and inventory risks, including write-downs, which could negatively affect results and capital needs.

Our merchandise consists mainly of hygiene masks and other hygiene products, and we recorded inventory write-downs of $96,988 and $106,113 for the years ended July 31, 2024 and 2025, respectively, reflecting risks such as excess and slow-moving items or carrying values exceeding net realizable value. If we misestimate demand, experience supply chain disruptions, or adjust product specifications, additional write-downs may be required, which would depress margins and operating results and increase cash needs. Margin performance may also be influenced by the relative mix between consumer hygiene products and any future regulated medical offerings, as well as promotions, logistics costs and FX impacts. Extended periods of margin compression could reduce internally generated cash and heighten our dependence on new financing.

We are exposed to foreign currency and macroeconomic risks because our operations and financing are concentrated in Japan.

Our functional currency is JPY, while we report in U.S. dollars. As a result, changes in US$/JPY exchange rates affect the translation of our financial statements and can materially impact reported revenues, expenses and equity. In year ended July 2024 and 2025, the effect of exchange rate changes reduced cash and cash equivalents by $77,721 and 30,699, illustrating the sensitivity of our reported results to FX volatility. Because substantially all of our cash is held with financial institutions in Japan and our borrowings are primarily from Japanese lenders, broader macroeconomic conditions in Japan (including interest rate policy and financial sector dynamics) could also influence our liquidity, borrowing costs and counterparties’ behavior. If adverse FX movements or macroeconomic conditions persist, our reported results and access to capital could be negatively affected.

Our lease obligations and potential future facility needs will require ongoing cash outlays and could increase if we must renew on less favorable terms.

We maintain office leases that give rise to right-of-use assets and lease liabilities. As of July 31, 2024 and 2025, total lease liabilities were $141,722 and $81,539, respectively, with recognized lease expenses during the years ended July 31, 2024 and 2025 of $195,537 and $67,417. Future minimum payments are scheduled through the year ended July 31, 2027, and renewals may occur at higher rates. If we need additional space to support development,

manufacturing support or commercialization activities, we may incur incremental lease commitments or capital expenditures. Any increase in occupancy costs would reduce available cash for other priorities and could exacerbate liquidity pressures.

Significant accounting judgments and estimates, including inventory valuation, impairment, and tax valuation allowance, could materially affect our reported results and introduce volatility.

Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates affecting reported assets, liabilities, revenues and expenses. Our significant estimates include net realizable value of inventories, expected credit losses, useful lives of intangible assets and the valuation allowance for deferred tax assets. We recognized impairment of long-lived assets for the year ended July 31, 2024 and inventory write-downs for the year ended July 31, 2024 and 2025, and we maintain a full valuation allowance against deferred tax assets, resulting in no recognized income tax benefit for losses. There were no impairment of long-lived assets and inventory write-downs in the year ended July 31, 2025. Changes in assumptions or new information could require us to adjust estimates in future periods, potentially causing significant fluctuations in results and equity. Such volatility could affect investor perception, covenant headroom and access to financing.

Our ability to fund operations is sensitive to the timing and outcome of key development milestones for our Hydro Silver Titanium® Sheet therapeutic mask.

The PMDA did not approve our medical device application in March 2024, and the next clinical trial is scheduled for February or March of 2027. Until we obtain regulatory clearance and can commercialize, we expect our cash needs to persist or grow, especially as we continue consultations, clinical validation and any additional studies requested by the PMDA. If timelines extend or results are inconclusive, we will likely require additional financing beyond current resources. Conversely, accelerated success could require rapid investment in manufacturing support, supply chain and market preparation, each with its own capital needs. Either scenario could materially change our near-term and medium-term capital requirements.

Our working capital is constrained and subject to fluctuation; increases in inventory or receivable levels, or decreases in customer advances, could intensify our near-term funding needs.

Our working capital is affected by the timing of collections, inventory purchases and any contract liabilities. As of July 31, 2024 and 2025, accounts receivable balances were modest and fully collected subsequently, but inventories remained a significant working capital component (US$662,060 and US$277,809, respectively). A reduction in contract liabilities in the years ended July 31, 2024 and 2025 also impacted operating cash flows. If inventory turns slow, sell-through is lower than expected, or if we extend credit to customers, working capital could tighten further. Any of these dynamics could increase our reliance on external financing or force operating adjustments to preserve liquidity.

We maintain a full valuation allowance against our deferred tax assets; even if we achieve profitability, we may not realize tax benefits for an extended period.

As of July 31, 2024 and 2025, we recorded gross deferred tax assets of approximately US$10.9 million and US$11.4 million, primarily related to net operating loss carryforwards and inventory write-downs, fully offset by a valuation allowance, yielding no recognized tax benefit. Because recognition requires sufficient evidence of future taxable income, we may continue to record a full valuation allowance. As a result, even if we achieve profitability, our effective tax rate could remain elevated until we conclude realization is more likely than not. Maintaining a full valuation allowance can also increase reported period-to-period volatility; if circumstances change, we may be required to record material tax expense or benefit in a future period. The absence of recognized tax assets reduces total equity and may affect perceptions of our long-term financial health.

As we become subject to U.S. public company requirements upon the business combination, we will incur additional costs and face risks related to internal controls and financial reporting.

We will be required to design, implement and maintain effective disclosure controls and procedures and internal control over financial reporting. Establishing and maintaining these controls will require additional personnel and systems and will increase our costs. If we are unable to timely implement and maintain effective controls, we could

fail to meet reporting obligations or prevent material misstatements. Any such failures could adversely affect our reputation and the market value of our securities. Remediation of control gaps can be costly and divert management attention.

Risks Related to DRC’s Product Development

Our regulatory path for the Hydro Silver Titanium® (HST) Sheet therapeutic mask remains uncertain; prior PMDA-authorized trials did not establish efficacy, and the study scheduled February or March of 2027 may require further changes or additional studies.

Three PMDA-authorized trials confirmed safety but did not demonstrate statistically significant efficacy, including a study in which a placebo effect during screening masked treatment differences. PMDA has indicated a further clinical trial is scheduled for February or March of 2027, but there is no assurance that this study will be sufficient for certification. Ongoing consultations continue, and formal guidance has not yet been issued, which increases the risk of protocol changes, supplemental analyses, or additional data requests. If endpoints, inclusion criteria, or conduct standards evolve, timelines and costs could increase, and even a well-run study may not meet the threshold for approval.

Results from biological safety and toxicokinetic testing, including observed moderate cytotoxicity, may prompt additional investigation or labeling limitations.

Standardized biocompatibility testing showed moderate cytotoxicity, while sensitization and intradermal reactivity were negative. Blood migration was not observed. Although narrative statements suggest that systemic exposure is minimal, regulators may require specific follow-up testing or risk-mitigating labeling based on these results. Depending on outcomes, product claims, indications, or usage parameters could be constrained, which would influence the overall clinical and market value proposition.

Product classification, use-time category, and biocompatibility positioning may affect the evidentiary burden for the HST mask.

The HST mask is described as a short-term-use device intended for contact with nasal and oral regions, with biological safety evaluations aligned to PMDA 2020 guidance and OECD TG417. Should classification or intended-use parameters change during review, the required clinical, bench, or human-factors evidence could increase. If the PMDA requests additional endpoints (e.g., specific symptom domains) or longer exposure periods, we may need to run extended studies or new cohorts, lengthening development.

Clinical-trial design and execution risks, including placebo effects, baseline scoring, selection criteria and equipment standardization, could confound outcomes and delay approval.

A prior study noted that wearing a placebo mask during screening improved symptoms, reducing inclusion scores and complicating signal detection. To address this, DRC adjusted selection thresholds (e.g., 4TNSS ≥ 7 and nasal congestion ≥ 2) and harmonized device color to reduce psychological effects, but these mitigations may not eliminate confounding in future studies. If baseline establishment, randomization windows, or site-to-site variability again blunt the observed effect size, PMDA may require larger samples, longer treatment periods, or alternative endpoints, extending timelines and resource needs.

We depend on iterative consultations with the PMDA; lack of formal guidance and evolving expectations may alter our development plan and timing.

DRC is actively consulting with PMDA on manufacturing and non-clinical topics but reports no formal guidance yet. Absent written guidance, study designs, comparators, and analytical plans may shift in response to interim feedback. If consultations lead to new requirements (e.g., additional biocompatibility, human-factors work, or specific subgroup analyses), we may need to modify protocols or conduct new studies. Such changes could increase costs, defer milestones, and delay the potential conversion of the HST mask into a certified medical device.

Our AI-enabled IVD kits combine a test tape with a smartphone app and will require device certification; classification, validation requirements and software performance introduce development risk.

The kits integrate ELISA-based chemistry with AI-powered image recognition in a mobile app to deliver results within minutes and without centralized labs or trained technicians. DRC plans to conduct clinical trials in Japan in 2027, aiming to initiate the PMDA certification application and obtain regulatory approval in 2028, and plans to launch commercially in Japan by the end of 2028. Achieving and maintaining algorithmic performance across phone models, lighting conditions, and user technique will be essential; if prospective validation diverges from bench or pilot data, authorities may require re-calibration, additional studies, or narrower indications, delaying timelines.

The multi-pathogen scope of the IVD program increases the volume and complexity of analytical and clinical validation required for clearance.

The platform targets droplet-, contact-, airborne-, and vector-borne diseases (e.g., COVID-19, influenza, Chlamydia, Gonorrhea, Syphilis, tuberculosis, measles, chickenpox, mycoplasma; malaria/dengue fever). While DRC highlights rapid results and dramatic cost- and time-reductions relative to PCR, each pathogen or allergen panel requires sufficient validation to support device claims, and multiplex claims may require additional bridging or interference testing. If any target fails to meet performance thresholds, labeling could be limited to narrower panels or specific use settings, affecting the planned breadth of launch.

Our development roadmap for the IVD kits is ambitious and may slip due to regulatory feedback, enrollment, or software-hardware integration challenges.

DRC’s stated goal is to conduct clinical trials in 2027, obtain approval in 2028, and launch commercially in Japan by the end of 2028. Dependencies include timely patient/subject access, availability of target pathogens during study windows, and alignment of the app, cassette, and imaging workflow. If enrollment lags, seasonal disease prevalence shifts, or app updates require additional verification, these milestones could move. Any deferral would push out downstream manufacturing scale-up and market preparation activities.

We rely on third parties for core inputs to development, including academic inventors, a commissioned app developer and a broad collaboration network, which introduces dependency and coordination risk.

Key test-tape technology was co-developed with RIKEN and is under a joint patent application; under the parties’ IP agreement, RIKEN retains only non-commercial rights. DRC commissioned StaGen to develop the smartphone app under which app and states that copyrights belong to DRC. DRC also emphasizes collaboration with multiple institutions to access facilities and clinical networks. If any counterparty underperforms, reprioritizes, or faces resource constraints, we could experience data gaps, slower iterations, or delays in submissions.

Real-world usability and human-factors considerations, particularly for self-administered or app-assisted workflows, could affect observed performance and require iteration.

The IVD design emphasizes self-administered testing with smartphone-based AI image analysis, aiming to eliminate lab infrastructure and trained technicians. In practice, variability in sample collection, timing, lighting, and phone handling can influence read-outs, potentially reducing sensitivity/specificity relative to controlled settings. If prospective human-factors or summative usability assessments identify misuse patterns, we may need revisions to instructions, UI/UX, or device design. Such changes can require additional verification/validation before regulatory acceptance, impacting schedule.

Pending patent prosecution outcomes and the scope of granted claims may influence development choices and prioritization of indications.

The joint patent application underlying the IVD test tape remains under review at the Japan Patent Office. While DRC holds commercialization rights under its agreement with RIKEN, the breadth of any ultimately granted claims and the timing of grant, could affect follow-on development, indication sequencing, and investments in complementary features. Narrow claims or extended prosecution could steer development toward differentiators outside the pending claims (e.g., software analytics), which may require added validation.

Pursuing multiple programs in parallel (HST mask, AI IVD platform, and an ATP-enhancing drug therapy) may stretch resources and complicate sequencing of critical development milestones.

DRC identifies three core development areas, therapeutic medical devices (including the HST mask), AI-powered IVD kits, and an ATP-enhancing drug for treatment of Parkinson’s Disease currently in Phase 1b in Japan, supported by collaborations and clinical-validation activities. Running overlapping programs can increase scheduling conflicts for study personnel, lab capacity, and partner attention. If one program requires unplanned work (e.g., a protocol amendment or re-verification), it may divert resources from others, affecting the pace and predictability of the overall development timeline.

Clinical development involves a lengthy and expensive process with an uncertain outcome, and results of earlier studies may not be predictive of future study results.

There is a risk of failure for every drug candidate. Clinical testing is expensive, difficult to design and implement and can take many years to complete, so its outcome is inherently uncertain. It is difficult to predict when or if any of DRC’s drug candidate for the treatment of Parkinson’s Disease will prove effective and safe in humans or will receive regulatory approval, and failure can occur at any time during the preclinical and clinical development process. Before obtaining regulatory approval from regulatory authorities for the commercialization of any drug candidate, DRC’s drug candidate for the treatment of Parkinson’s Disease must complete preclinical studies and then be subjected to extensive clinical trials to demonstrate the safety and efficacy of DRC’s drug candidate for the treatment of Parkinson’s Diseases in humans.

The results of preclinical studies and clinical trials of DRC’s drug candidate for the treatment of Parkinson’s Disease may not be predictive of the results of later-stage clinical trials. Drug candidates during later stages of clinical trials may fail to show the desired results in safety and efficacy despite having progressed through preclinical studies and initial to advanced clinical trials and despite the level of scientific rigor in the study, design and adequacy of execution. In some instances, there can be significant variability in safety and/or efficacy results among different studies of the same drug candidate due to numerous factors, including, but not limited to, differences in individual patient conditions, including genetic differences, and other compounding factors, such as other medications or pre-existing medical conditions. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies that have believed their drug candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed to obtain regulatory approval of their drug candidates.

In the case of any studies DRC conducts, results may differ from earlier studies due to the larger number of clinical trial sites, foreign subjects and different languages involved in such studies. Clinical practices vary globally, and there is a lack of harmonization among the guidance provided by various regulatory bodies of different regions and countries with respect to the data that is required to receive marketing approval, which makes designing global studies increasingly complex. Differing regulatory approval requirements in different countries could make it more difficult for DRC to conduct unified global studies, which can lead to increased development costs and marketing delays or non-viability of DRC’s clinical trials. In addition, regulatory authorities may determine that clinical trial results obtained in foreign subjects do not adequately represent the results that would be obtained in local patients and are thus not supportive of relevant approvals.

In particular, if DRC experiences delays in the start or completion of, or termination of, any clinical trial of its drug candidate, ATP-enhancing drug, the commercial prospects of ATP-enhancing drug may be harmed, and DRC’s ability to generate product revenues from it will be delayed. In addition, any delays in completing DRC’s clinical trials will increase its costs, slow down the development and approval process for its drug candidate, and jeopardize its ability to commence drug product sales and generate revenues from it. Any of these occurrences may harm DRC’s business, financial condition and prospects. In addition, many of the factors that cause, or lead to, a delay in the commencement or completion of clinical trials may also ultimately lead to the denial of regulatory approval of DRC’s drug candidate for the treatment of Parkinson’s Disease.

Changes in DRC’s drug candidate for the treatment of Parkinson’s Disease’s manufacturing or formulation may result in additional costs or delay.

Although DRC’s drug candidate for the treatment of Parkinson’s Disease, the ATP-enhancing drug, is based on a combination of febuxostat and inosine, two approved drugs with established safety profiles, which is expected to reduce time and cost of development and production and regulatory risk, as compared to the creation of a novel

compound, it is common that various aspects of the development program, such as raw materials testing and release, manufacturing methods and formulation, are altered in an effort to optimize processes, which may not pass regulatory inspections. If DRC engages in the scale-up of manufacturing, DRC may encounter unexpected issues relating to the manufacturing process or the quality, purity and stability of the product, and DRC may be required to refine or alter its manufacturing processes to address these issues. Such changes may not achieve these intended objectives. Any of these changes could cause DRC’s product candidates to perform differently and affect the results of preclinical studies and clinical trials. Such changes may also require additional testing, notification or approval by relevant regulatory authorities. This could delay completion of preclinical studies and clinical trials; require DRC to conduct bridging clinical trials or studies, or to repeat one or more clinical trials; increase study or clinical trial costs; or delay approval of our product candidates and jeopardize DRC’s ability to commence product sales and generate revenue from the drug candidate.

DRC has not yet obtained marketing approval for the drug candidate and DRC may be unable to obtain, or may be delayed in obtaining, marketing approval for its drug candidate.

DRC has not yet obtained marketing approval for its drug candidate, ATP-enhancing drug. It is possible that the regulatory authorities may refuse to accept for review any NDAs that DRC submit for its drug candidate. It is also possible that the regulatory authorities may conclude, after review of DRC’s data, that DRC’s application for ATP-enhancing drug is insufficient or the data fails to achieve clinical endpoints to statistical significance when compared with placebo, and thus may delay the issuance of marketing approval of ATP-enhancing drug. If the regulatory authority does not accept or approve DRC’s NDAs for its drug candidate, it may require that DRC conducts additional clinical trials, preclinical studies or manufacturing validation studies and submit that data before it will reconsider DRC’s applications. Depending on the extent of these or any other required trials or studies, approval of any NDA or application that DRC submits may be delayed or may require DRC to expend more resources than DRC has expected. It is also possible that additional trials or studies, if performed and completed, may not be considered sufficient by the regulatory authorities to approve DRC’s NDAs. Any delay in obtaining, or an inability to obtain, marketing approvals would prevent us from commercializing DRC’s drug candidate for the treatment of Parkinson’s Diseases, generating revenues from it and achieving and sustaining profitability.

Obtaining and maintaining regulatory approval of DRC’s drug candidate for the treatment of Parkinson’s Disease in one jurisdiction does not mean that DRC will be successful in obtaining or maintaining regulatory approval of its drug candidate in other jurisdictions.

Obtaining and maintaining regulatory approval of DRC’s drug candidate for the treatment of Parkinson’s Disease in one jurisdiction does not guarantee that DRC will be able to obtain or maintain regulatory approval in any other jurisdiction, while a failure or delay in obtaining regulatory approval in one jurisdiction may have a negative effect on the regulatory approval process in others. For example, even if the U.S. FDA grants marketing approval of a drug candidate, comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion of the drug candidate in those countries. Approval procedures vary among jurisdictions and can involve requirements and administrative review periods different from, and greater than, those in Japan, including additional preclinical studies or clinical trials as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions.

DRC may also submit marketing applications in other countries in additional to Japan. Regulatory authorities have requirements for approval of drug candidates with which DRC must comply prior to marketing in those jurisdictions. Obtaining foreign regulatory approvals and compliance with foreign regulatory requirements could result in significant delays, difficulties, and costs for DRC and could delay or prevent the introduction of its drug product in certain countries. If DRC fails to comply with the regulatory requirements in international markets and/or receive applicable marketing approvals, its target market will be reduced and its ability to realize the full market potential of its drug candidate will be harmed.

Risks Related to DRC’s Business and Operations

Our multi-channel distribution strategy depends on e-commerce platforms, brick-and-mortar retail pharmacies and retailers via wholesalers, and institutional buyers; loss or under-performance of any channel could materially affect adoption and revenue trajectories.

DRC currently distributes HST-based consumer products through its official online shop and major e-commerce portals (including Amazon Japan and others), pharmacies and retailers nationwide via wholesalers (including PALTAC, Toho Pharmaceutical, and PIP), and also sells to institutional clients such as hospitals, schools and corporations via dedicated teams. Our plan contemplates that sales channels for regulated medical offerings (e.g., the HST therapeutic mask and IVD kits) will be finalized during and after certification and may vary by product classification, which adds uncertainty to go-to-market planning. If platform policies change, retail partners modify shelf or category terms, or institutional procurement cycles are longer than expected, sell-through may slow and promotional costs may rise. Further, because channels serve distinct customer segments, weakness in one may not be offset by strength in another, which could adversely affect operating results and our ability to scale.

We rely on third-party logistics providers and a hub-and-spoke distribution footprint; disruptions in warehousing, cross-border fulfillment or carrier capacity could impair product availability and brand momentum.

Domestic fulfillment is centered on a third-party-operated warehouse in Saitama that feeds wholesalers and consumers (including through Amazon FBA). Currently, sales outside Japan are limited to test sales and the amount is insignificant. However, DRC intends to actively pursue global expansion over the medium to long term. While this network is designed for scalability, it depends on the performance and continuity of multiple external providers, each exposed to labor shortages, weather events, customs backlogs and geopolitical factors. A localized outage or import delay can cascade into stockouts, higher expedite costs and lost retail facings. Because we emphasize reliable availability to support brand positioning and clinical adoption, prolonged logistics variability could erode customer confidence and slow expansion.

Our supply chain incorporates licensed technology and contract manufacturing; changes in license terms, access to key inputs or manufacturer performance could disrupt operations and weaken differentiation.

To produce the Hydro Silver Titanium® Sheet used in mask products, we entered a non-exclusive license with Shinshu Ceramics covering its patent that provides sterilization/antibacterial functions and the sheet’s production method; our own Japanese patent builds upon that foundation by adding targeted allergen-adsorption (hydroxyapatite) functionality. Because the license is non-exclusive and the process uses Shinshu’s IP, continued access to this capability and consistent contractor performance are important to continuity of supply and product quality. In parallel, while the HST chemical composition itself is not patented, we rely on proprietary know-how and the scope of our granted patents to sustain differentiation. If a key supplier reprioritizes capacity, modifies commercial terms, or experiences quality issues, or if competitors obtain similar licensed access, our operations, timelines and competitive positioning could be adversely affected.

Our data-enabled IVD consumer offering contemplates a subscription model for the DRC App and analysis of user data; failure to manage privacy, security and consent at scale could limit features or market access.

For consumer use, DRC plans to package (or separately license) the DRC App on a periodic-fee basis, enabling recurring revenue and closer user engagement “upon analysis of customer data,” subject to compliance with applicable data-protection laws. Executing this model requires robust governance over collection, storage, transmission and use of sensitive health-adjacent data across devices and jurisdictions. If data-protection expectations tighten, app features may require redesign, and some data-driven services could be deferred or restricted, reducing utility and monetization. Any perceived shortfall in privacy or security could also damage trust and discourage uptake in both consumer and institutional settings.

Our commercialization plans emphasize clinical engagement and relationships across Japan’s tiered healthcare system; if outreach to providers and clinics underperforms, planned adoption may not materialize.

DRC’s strategy for therapeutic masks and IVDs includes targeted engagement with allergy/immunology specialists and institutions, leveraging a network of over 80,000 clinics in Japan as an important distribution and promotion channel. Sustained access to physicians, conference forums and provider education will be required to establish appropriate clinical use and positioning. If provider uptake lags, formulary or institutional pathways prove more complex than anticipated, or if competing solutions crowd limited attention, demand may be slower to develop. Because our broader market entry envisions a first-step focus on Japan followed by international expansion, early clinic-channel traction is particularly important.

We depend on external collaborators and commissioned development for core elements of our offering; misalignment on timing, IP or resourcing could impede execution and support.

The IVD test-tape technology was co-developed with a RIKEN-affiliated inventor and is under a joint patent application, with DRC holding commercialization rights under the parties’ agreement; in addition, DRC commissioned StaGen to develop the DRC App and retains the app’s copyrights. DRC also highlights a broad collaboration network with academic and institutional partners to support innovation. While these relationships expand capabilities, they add coordination points for planning, validation and updates. If a counterparty’s priorities shift, or if contract or IP terms constrain changes we need for scale-up, releases and support windows could slip, which would affect product roadmaps and downstream operations (including field support and customer onboarding).

Our brand-building approach leverages media exposure, celebrity endorsements and academic/government affiliations; changes in these relationships or messaging could affect reputation and demand.

DRC seeks to enhance consumer trust and institutional credibility through widespread media coverage and celebrity endorsements, together with academic/government affiliations and innovation-led positioning. Endorsements and publicity can amplify awareness, but they also introduce dependency on third-party voices and cycles, and they may be sensitive to broader sentiment. If endorsements end, media tone shifts, or affiliations are perceived as less salient, top-of-funnel demand may decline and additional marketing spend may be required. Because our strategy bridges consumer and clinical markets, consistency of brand signals across both audiences is important; reputational variability in either channel could have cross-over effects on the other.

Risks Related to DRC’s Intellectual Property

Our reliance on a non-exclusive license for core HST sheet know-how and manufacturing methods may limit practical exclusivity and constrain enforcement options.

We produce the Hydro Silver Titanium® (HST) sheet used in our masks under a non-exclusive license from a third-party manufacturer that owns foundational antibacterial/sterilization process rights. Our own improvement rights build on that base to add allergen-adsorption functionality, but because the underlying license is non-exclusive, other market participants could obtain comparable access to similar base capabilities. If competitors use similar materials or processes without infringing our improvement claims, differentiation could narrow, and we may have limited ability to enjoin such activity. In addition, any re-negotiation, lapse, or dispute under this license could disrupt supply or require us to qualify alternative approaches under tight timelines, increasing cost and execution risk.

Because the chemical composition of HST is not patented, our protection depends on application-specific patents, trademarks and trade secrets that can be easier to design around.

Our edge in HST derives from know-how such as formulation parameters, concentration ranges, and integration methods (e.g., how the treatment is fixed to fibers), rather than composition-of-matter coverage. While our patents and know-how protect important implementations, competitors may pursue alternative carriers, matrices or deposition techniques to achieve similar outcomes without practicing our claims. Policing subtle technical variations across jurisdictions is resource-intensive and uncertain, and an increase in look-alike products could pressure pricing and weaken brand distinctiveness, particularly in consumer channels where visual similarity may drive substitution.

Our joint patent application for the IVD test-tape technology remains under examination; timing and ultimate claim scope are uncertain, and our research partner retains non-commercial rights.

The immunoassay test-tape was co-developed with a national research institute, and a joint application is pending. Under our IP agreement, the institute keeps non-commercial (research) rights, while we hold sole commercialization rights. Examination outcomes may narrow claims or require amendments; if allowed claims are narrower than expected, competitors could more easily design around our coverage. Any delay in allowance may also compress the window of exclusivity relative to planned launch timing, requiring greater reliance on trade secrets and branding to sustain differentiation.

Our rights in the DRC App arise from commissioned development; although we own the copyright, software/AI protection can be difficult to enforce and may require costly redesigns.

We engaged a third party to build the smartphone application and retained ownership of its copyrights. However, asserting exclusive rights over algorithmic methods, model behavior, and UI/UX conventions can be challenging in many jurisdictions. Even without a formal claim, perceived overlap with third-party methods (e.g., image capture, calibration, or classification steps) may prompt us to refactor features or seek licenses, increasing cost and extending release timelines. If we must implement design-arounds, additional validation, user training and documentation will be required prior to broad deployment.

International filing, maintenance and enforcement of patents and trademarks are costly and uncertain; differences among offices and courts may limit protection and remedies.

We maintain a sizable portfolio of patents, utility models and trademarks in Japan and abroad, and we pursue additional protection through regional and international systems. Maintaining this portfolio requires timely fee payments, renewals, and compliance with procedural rules; lapses or missed deadlines can permanently narrow rights. Enforcement outcomes vary widely by country, and administrative challenges (opposition, invalidation) can arise even after grant. Budget constraints may require us to prioritize certain markets or marks, leaving others with thinner protection and giving local competitors more freedom to operate.

Our trademark strategy underpins brand value; failure to maintain, police and prevent genericide could weaken exclusive rights and allow confusing marketplace uses.

We rely on the Hydro Silver Titanium® family of marks and related house marks across classes tied to medical devices, textiles and hygiene products in Japan and key foreign markets. To retain strong protection, we must show use, prosecute oppositions, and act against confusingly similar marks. If public or reseller usage drifts toward descriptive or generic use, or if coexistence arrangements narrow our rights, our ability to block imitators can erode. In consumer channels, brand confusion can quickly dilute goodwill and increase the marketing spend needed to maintain shelf presence and online discoverability.

Collaboration and co-ownership structures may complicate licensing, prosecution and enforcement, slowing decisions or reducing leverage in disputes.

Several assets in our portfolio reflect collaboration histories or contemplated sharing of ownership. Co-ownership arrangements can require mutual consent for licensing or enforcement, and partners may have different risk appetites or commercial priorities. Misalignment over claim scope, prosecution strategy or settlement posture can delay actions we deem necessary to protect markets or close transactions, and counterparties may negotiate for rights (e.g., publication, sublicensing) that narrow our freedom of action in future deals.

Patent terms expire over time; failure to maintain, renew or extend coverage could open the door to copycats sooner than planned.

Our rights include patents and utility models with terms extending into future years, subject to maintenance fees and compliance. If we miss payments, elect not to maintain lower-priority assets, or cannot secure any available extensions where applicable, claim coverage could fall away before later-stage products fully commercialize. Competitors monitor public registers and may accelerate entry the moment protection lapses, leveraging our investment in clinical evidence and market development.

We depend on trade secrets and confidential know-how (including HST processing and integration); leaks or reverse-engineering could materially erode our advantage.

Key aspects of our process, such as how HST is deposited, fixed and quality-checked on fabric, are protected by confidentiality, supplier controls and internal access limits. But trade secrets can be difficult to safeguard across suppliers, contract manufacturers and research collaborators, and some elements of consumer products can be tested or deconstructed. If sensitive process details become public or are independently developed elsewhere, we may be unable to prevent competitors from implementing comparable performance, diminishing our ability to command premium positioning. Policing misuse or pursuing misappropriation claims is expensive and outcomes vary by jurisdiction.

Third parties may assert infringement or misappropriation relating to diagnostic assays, image analysis or mobile readout workflows; responding could require licenses, redesigns, or delay.

Our IVD platform integrates immunoassay formats with AI-enabled image recognition in a mobile app. Even if our pending claims are allowed, other parties may allege overlap with their assay geometries, calibration routines, or device-camera processing pipelines. Defending these matters can be costly and distract management; adverse outcomes may require royalty payments, feature removals or revalidation of modified workflows before clinical use. In some cases, interim relief could restrict distribution pending resolution, affecting launch timing and revenue visibility.

Evolving patent and disclosure policies and differences in legal standards may reduce the scope or effectiveness of IP and trade-secret protection.

Patentability, subject-matter eligibility and enforcement standards continue to evolve across major markets. Separately, transparency initiatives at regulators and courts may result in greater public disclosure of information that companies view as confidential, complicating reliance on trade-secret protection. As a result, even well-crafted portfolios can be narrowed post-grant, and sensitive technical details may become more accessible through legal processes. Such changes could reduce barriers to entry, increase litigation risk and require higher ongoing investment to maintain effective protection.

Risks Related to Domestication and the Business Combination

The ability of Ribbon Shareholders to exercise redemption rights with respect to a large number of Public Shares or other factors may not allow Ribbon to complete the Business Combination or optimize its capital structure.

If a larger number of shares are submitted for redemption than Ribbon currently expects and such redemptions or other conditions are determined to result in a failure to satisfy the net tangible asset requirement set forth in Ribbon’s Current Charter is not approved, Ribbon may need to seek to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third-party financing. Third-party financing may not be available to Ribbon or DRC on acceptable terms or at all.

Furthermore, raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Ribbon may experience additional redemptions prior to and in connection with consummation, if any, of the proposed Business Combination, which will further reduce the funds otherwise deliverable from the Trust Account to Pubco in connection with the Closing, which may negatively impact Pubco’s business plans, perhaps significantly, or the time period in which such plans can be carried out, if at all. Additional Ribbon shares may be redeemed in connection with the consummation of the proposed Business Combination, if any, and in the event that Ribbon seeks additional approvals from its shareholders to extend the time period Ribbon has to complete an initial business combination. Additional redemptions by Public Shareholders will further deplete the funds available to be delivered to Pubco from the Trust Account at the Closing, which will increase the risk that Pubco may not have sufficient capital to execute its business plans. If there is insufficient capital available from the Trust Account to fund Pubco’s business plans, Pubco may be forced to consider other capital or financing sources to fund its business plans and operations, which may not be available to Pubco on favorable terms, if at all.

Redemptions in connection with the extension proposal presented at Ribbon’s extraordinary general meeting significantly reduced the funds available in the trust account, which may limit the post-combination company’s liquidity or increase the need for additional financing.

In connection with the approval of the extension proposal presented at Ribbon’s extraordinary general meeting held on January 9, 2026, holders of 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.

The amount remaining in the trust account, not be sufficient to fund DRC’s business plan following the Business Combination. DRC may be required to raise additional capital through a PIPE or other financing at or prior to the closing of the Business Combination. There is no guarantee that such financing will be available on acceptable terms, or at all, which could delay or jeopardize the closing of the transaction or impact the combined company’s future operations.

You may be unable to ascertain the merits or risks of DRC’s operations.

If the Business Combination is consummated, Pubco will be affected by numerous risks inherent in the lines of business that Pubco expects to pursue. Although Ribbon’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with DRC, Ribbon cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of Ribbon’s control. Ribbon also cannot assure you that an investment in Ribbon’s securities will not ultimately prove to be less favorable to investors in Ribbon than a direct investment, if an opportunity were available, in Pubco. In addition, if Ribbon Shareholders do not believe that the prospects for the Business Combination are promising, a greater number of shareholders may exercise their redemption rights, which may make it difficult for Ribbon to consummate the Business Combination.

There is no assurance that Ribbon’s diligence will reveal all material risks that may be present with regard to DRC. Subsequent to the completion of the Business Combination, Pubco may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

Ribbon cannot assure you that the due diligence Ribbon has conducted on DRC will reveal all material issues that may be present with regard to DRC, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of Ribbon’s control will not later arise. DRC is aware that Ribbon must complete an initial business combination before its expiration. Consequently, DRC may have obtained leverage over Ribbon, knowing that if Ribbon does not complete the Business Combination, Ribbon may be unlikely to be able to complete an initial business combination with any other target business prior to such deadline. In addition, Ribbon has had limited time to conduct due diligence. DRC is a privately held company that expects to offer products and services that have not yet been fully developed or been commercialized and Ribbon therefore has made its decision to pursue a business combination with DRC on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, Pubco may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses.

Even if Ribbon’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on Pubco’s liquidity, the fact that Pubco reports charges of this nature could contribute to negative market perceptions about Pubco or Pubco’s securities. In addition, charges of this nature may cause Pubco to violate leverage or other covenants to which it may be subject as a result of assuming pre-existing debt held by DRC or by virtue of it obtaining debt financing following the Closing. Accordingly, any shareholders of Ribbon who choose to remain stockholders of Pubco following the Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Ribbon’s officers or directors of a duty of care or other fiduciary duty owed by them to Ribbon, or if they are able to successfully bring a private claim under securities laws that the Registration Statement of which this proxy statement/prospectus forms a part contained an actionable material misstatement or material omission.

There are risks to Ribbon Shareholders who are not affiliates of the Sponsor of becoming stockholders of Pubco through the Business Combination rather than acquiring securities of DRC directly in an underwritten public offering, including no independent due diligence review by a traditional underwriter.

There is no independent third-party investment bank taking on the economic risk typically borne by an underwriter in a traditional initial public offering (a “traditional underwriter”) in connection with the Business Combination. Because there is no traditional underwriter involved in the Business Combination or the issuance of Ribbon’s securities in connection therewith, investors may not receive the benefit of the same outside independent review of Ribbon’s and DRC’s respective finances and operations as would investors in an initial public offering, and it is possible that defects in DRC’s business or other problems that would have been discovered if DRC conducted an underwritten public offering will not be discovered in connection with the Business Combination, which could adversely affect the market price of the Pubco Common Stock. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, the rules of Financial Industry Regulatory Authority, Inc. (“FINRA”) and the national securities exchange where such securities are listed. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. As no such review by a traditional underwriter will be conducted in connection with the Business Combination, Ribbon Shareholders may not have the benefit of the same independent review and investigation normally performed by a traditional underwriter in a public securities offering.

Unlike an underwritten initial public offering, the initial trading of Pubco’s securities will not benefit from the book-building process undertaken by underwriters that helps to inform efficient price discovery with respect to opening trades of newly listed shares and underwriter support to help stabilize, maintain or affect the public price of the new issue immediately after listing. The lack of such a process in connection with the listing of Pubco’s securities on the Nasdaq could result in diminished investor demand, inefficiencies in pricing and a more volatile public price for Pubco’s securities during the period immediately following the listing.

Ribbon is dependent upon its executive officers and directors and their departure could adversely affect Ribbon ability to operate and to consummate the initial business combination. Additionally, Ribbon’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on Ribbon’s ability to complete the initial business combination.

Ribbon’s operations and its ability to consummate the Business Combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. Ribbon believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the Business Combination. The unexpected loss of the services of one or more of Ribbon’s directors or executive officers could have a detrimental effect on Ribbon and the ability to consummate the Business Combination. In addition, Ribbon’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including monitoring the due diligence and undertaking the other actions required in order to consummate the Business Combination. Each of Ribbon’s executive officers is engaged in several other business endeavors for which they may be entitled to substantial compensation and Ribbon’s directors also serve as officers and board members for other entities. If Ribbon’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to Ribbon’s affairs which may have a negative impact on Ribbon’s ability to consummate the Business Combination.

Pubco’s ability to be successful following the Business Combination will depend upon the efforts of the Pubco Board and key personnel and the loss of such persons could negatively impact the operations and profitability of Pubco’s post-Business Combination business.

Pubco’s ability to be successful following the Business Combination will be dependent upon the efforts of Pubco Board and key personnel. Ribbon cannot assure you that the Pubco Board and key personnel will be effective or successful or remain with Pubco. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause Pubco’s management to have to expend time and resources helping them become familiar with such requirements. Accordingly, the future performance of Pubco will depend upon the quality of the post-Business Combination board of directors, management and key personnel of Pubco.

Because Ribbon’s Insiders will lose their entire investment in Ribbon if the Business Combination or an alternative business combination is not completed, and because Ribbon’s Insiders will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether DRC was appropriate for Ribbon’s initial business combination.

Ribbon’s Insiders currently own various interests in Ribbon, which may be worthless if Ribbon does not complete a business combination. The personal and financial interests of Ribbon’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of Ribbon’s initial business combination, its Sponsor, executive 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. In the event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on Ribbon’s behalf. However, Ribbon’s Sponsor, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of Ribbon’s Sponsor, executive officers and directors may have influenced their motivation in approving the Business Combination and may influence their motivation for completing the Business Combination.

Some of Ribbon’s and DRC’s officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

Certain officers and directors of Ribbon and DRC participate in arrangements that provide them with interests in the Business Combination that may be different from yours, including, among others, the continued service as an officer or director of Pubco, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of Pubco. If the Business Combination is not consummated and Ribbon is forced to wind up, dissolve and liquidate in accordance with the Current Charter, the Founder Shares currently held by Ribbon Insiders, which were initially acquired prior to the IPO, will be worthless (as the holders have waived liquidation rights with respect to such shares). Accordingly, the Sponsor and Ribbon’s current executive officers and directors, have interests that may be different from, or in addition to, your interests as a shareholder. These interests, among others, may influence the officers and directors of Ribbon and DRC to support or approve the Business Combination.

Ribbon Shareholders and DRC stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If Pubco is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, Ribbon Shareholders and DRC stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent Pubco is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

Risks Related to Ownership of Pubco Common Stock

An active market for Pubco’s securities may not develop, which would adversely affect the liquidity and price of Pubco’s securities.

The price of Pubco’s securities may vary significantly due to factors specific to Pubco as well as to general market or economic conditions. Furthermore, an active trading market for Pubco’s securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

There can be no assurance that the Pubco Common Stock that will be issued in connection with the Business Combination will be approved for listing on the Nasdaq following the Closing, or that Pubco will be able to comply with the continued listing rules of the Nasdaq.

In connection with the Business Combination and as a condition to DRC’s obligations to complete the Business Combination, Pubco will be required to demonstrate compliance with the Nasdaq’s initial listing requirements, which generally require, among other criteria, a per share price of at least $4.00 and a market capitalization of at least

$200,000,000. In addition to the listing requirements for Pubco’s common stock, the Nasdaq imposes listing standards on warrants. We cannot assure you that Pubco will be able to meet those initial listing requirements, in which case DRC will not be obligated to complete the Business Combination.

In order to continue the listing of its securities on the Nasdaq, Ribbon prior to the Business Combination, and Pubco following the consummation of the Business Combination, must maintain certain financial, share price and, subject to change as a result of recent rule changes proposed by the Nasdaq, distribution levels. Generally, a listed company must maintain a minimum market capitalization (generally $50,000,000) and a minimum number of holders of its securities (currently 300 public holders). Even if Pubco’s common stock and warrants are approved for listing on the Nasdaq, Pubco may not meet the Nasdaq continued listing requirements following the Business Combination.

If the Nasdaq delists Pubco’s securities from trading on its exchange and Pubco is not able to list its securities on another national securities exchange, Pubco’s securities could be quoted on an over-the-counter market. If this were to occur, Pubco could face significant material adverse consequences, including:

•        a limited availability of market quotations for its securities;

•        reduced liquidity for its securities;

•        a determination that Pubco’s common stock is a “penny stock” which will require brokers trading in the common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Pubco’s securities; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The continued eligibility for listing of Pubco’s securities may depend on, among other things, the number of Ordinary Shares that are redeemed.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.”

Because the Ribbon Units, Ordinary Shares and Ribbon Rights are listed on the Nasdaq, the Ribbon Units, Ordinary Shares and Ribbon Rights qualify as covered securities under the statute. Although the states are preempted from regulating the sale of Ribbon’s securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While Ribbon is not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Ribbon was no longer listed on the Nasdaq, Ribbon’s securities would not qualify as covered securities under the statute and Ribbon would be subject to regulation in each state in which Ribbon offers its securities.

The market price of the Pubco Common Stock may decline as a result of the Business Combination.

The market price of the Pubco Common Stock may decline as a result of the Business Combination for a number of reasons including if:

•        investors react negatively to the prospects of Pubco’s business and the prospects of the Business Combination;

•        the effect of the Business Combination on Pubco’s business and prospects is not consistent with the expectations of financial or industry analysts; or

•        Pubco does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts.

Because there are no current plans to pay cash dividends on Pubco Common Stock for the foreseeable future, you may not receive any return on investment unless you sell your Pubco Common Stock at a price greater than what you paid for it.

Pubco intends to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on Pubco Common Stock will be at the sole discretion of the Pubco Board. The Pubco Board may take into account general and economic conditions, Pubco’s financial condition and results of operations, Pubco’s available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax and regulatory restrictions, implications of the payment of dividends by Pubco to its stockholders or by its subsidiaries to it and such other factors as the Pubco Board may deem relevant. As a result, you may not receive any return on an investment in the Pubco Common Stock unless you sell your Pubco Common Stock for a price greater than that which you paid for it.

Pubco may issue additional Pubco Common Stock or other equity securities without seeking approval of the Pubco stockholders, which would dilute your ownership interests and may depress the market price of the Pubco Common Stock.

Upon consummation of the Business Combination, Pubco may choose to seek third party financing to provide additional working capital for the Pubco business, in which event Pubco may issue additional equity securities. Following the consummation of the Business Combination, Pubco may also issue additional Pubco Common Stock or other equity securities of equal or senior rank in the future for any reason or in connection with, among other things, future acquisitions, the redemption of outstanding warrants or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.

The issuance of additional Pubco Common Stock or other equity securities of equal or senior rank would have the following effects:

•        Pubco’s existing stockholders’ proportionate ownership interest in Pubco will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding Pubco Common Share may be diminished; and

•        the market price of the Pubco Common Stock may decline.

If securities or industry analysts do not publish research or reports about Pubco’s business, if they change their recommendations regarding the Pubco Common Stock or if Pubco’s operating results do not meet their expectations, the Pubco Common Stock price and trading volume could decline.

The trading market for Pubco Common Stock will depend in part on the research and reports that securities or industry analysts publish about Pubco or its businesses. If no securities or industry analysts commence coverage of Pubco, the trading price for the Pubco Common Stock could be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover Pubco downgrade its securities or publish unfavorable research about its businesses, or if Pubco’s operating results do not meet analyst expectations, the trading price of Pubco Common Stock would likely decline. If one or more of these analysts cease coverage of Pubco or fail to publish reports on Pubco regularly, demand for Pubco Common Stock could decrease, which might cause the Pubco Common Share price and trading volume to decline.

Pubco will issue Pubco Common Stock and other securities as consideration for the Business Combination, and Pubco may issue additional Pubco Common Stock or other equity or convertible debt securities without approval of the holders of Pubco Common Stock, which would dilute existing ownership interests and may depress the market price of Pubco Common Stock.

Pubco may continue to require capital investment to support its business, and Pubco may issue additional Pubco Common Stock or other equity or convertible debt securities of equal or senior rank in the future without approval of the holders of Pubco Common Stock in certain circumstances. Additionally, any Assumed Options, if issued and outstanding, may be exercised by holders thereof, may be converted into Pubco Common Stock after applying the merger consideration ratio determined in accordance with the Business Combination Agreement.

Risks Related to Ribbon

Public Shareholders have limited rights or interests in funds in the Trust Account. For Public Shareholders to liquidate their investment, therefore, they may be forced to sell Public Securities, potentially at a loss.

Public Shareholders will be entitled to receive funds from the Trust Account either (a) because they hold Public Shares or (b) they hold Public Shares through Ribbon Units and have elected to separate such Ribbon Units into the underlying Public Shares and warrants prior to exercising redemption rights with respect to the Public Shares, only upon (i) such Public Shareholder’s exercise of redemption rights in connection with Ribbon’s initial business combination (which will be the Business Combination, should it occur) and then only in connection with those Public Shares that such Public Shareholder properly elected to redeem or (ii) the redemption of Public Shares if Ribbon is unable to complete an initial business combination by its expiration date, subject to applicable law and as further described herein. In addition, if Ribbon is unable to complete an initial business combination by its expiration date, compliance with applicable law and the Current Charter, it may result in a delay in winding up Ribbon which may delay the distribution of the proceeds held in Ribbon’s Trust Account. In that case, Public Shareholders may be forced to wait beyond Ribbon’s expiration date before they receive funds from the Trust Account. In no other circumstances will a Public Shareholder have any right or interest of any kind in the Trust Account. Accordingly, to liquidate your investment, Public Shareholders may be forced to sell their Public Shares, potentially at a loss.

Holders of Public Shares may be held liable for claims by third parties against Ribbon to the extent of distributions received by them upon Redemption of their shares.

The Sponsor has agreed that, if Ribbon liquidates the Trust Account prior to the consummation of a business combination, it will be liable to pay debts and obligations to Ribbon businesses or vendors or other entities that are owed money by Ribbon for services rendered or contracted for or products sold to Ribbon in excess of the net proceeds of Ribbon’s IPO not held in the Trust Account, and will not seek repayment for such expenses, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, there can be no assurances that it will be able to satisfy those obligations if it is required to do so.

If Ribbon is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Ribbon which is not dismissed, any distributions received by Public Shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as a “preferential transfer,” a “fraudulent preference, conveyance or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by Ribbon’s Public Shareholders. Furthermore, because Ribbon intends to distribute the proceeds held in the Trust Account to Ribbon’s Public Shareholders promptly after expiration of the time Ribbon has to complete an initial business combination, this may be viewed or interpreted as giving preference to Ribbon’s Public Shareholders over any potential creditors with respect to access to or distributions from Ribbon’s assets. Furthermore, the Ribbon Board may be viewed as having breached its fiduciary duties to Ribbon or Ribbon’s creditors and/or having acted in bad faith, thereby exposing itself and Ribbon to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. There is no assurance that claims will not be brought against Ribbon for these reasons.

Although Ribbon seeks to have all vendors, service providers (other than its independent auditors) or other entities with which it does business, execute agreements with Ribbon waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Ribbon’s Public Shareholders, as well as distributions to Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Public Shareholders or claims challenging the enforceability of the waiver.

If third parties bring claims against Ribbon, the proceeds held in the Trust Account could be reduced and the Redemption Price received by Public Shareholders may be less than $10.00 per share.

Ribbon’s placing of funds in the Trust Account may not protect those funds from third-party claims against Ribbon. Although Ribbon seeks to have all vendors, service providers (other than its independent registered public accounting firm), or other entities with which it does business execute agreements with Ribbon waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Ribbon’s Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach

of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Ribbon’s assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Ribbon’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Ribbon than any alternative.

Examples of possible instances where Ribbon may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Ribbon and will not seek recourse against the Trust Account for any reason. Upon Redemption of Ribbon’s Public Shares, if Ribbon is unable to complete its initial business combination within the prescribed time frame, or upon the exercise of a Redemption Right in connection with the Business Combination, Ribbon will be required to provide for payment of claims of creditors that were not waived that may be brought against Ribbon within the ten years following Redemption. In such event, Ribbon may not be able to complete an initial business combination, and you would receive such lesser amount per share in connection with any Redemption of your Public Shares.

The Sponsor has agreed that, if Ribbon liquidates the Trust Account prior to the consummation of a business combination, it will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to Ribbon. Accordingly, if a claim brought by a target business or vendor did not exceed the amount of funds available to Ribbon outside of the Trust Account or available to be released to Ribbon from interest earned on the trust account balance, the Sponsor would not have any obligation to indemnify such claims as they would be paid from such available funds. However, if a claim exceeded such amounts, the only exceptions to the Sponsor’s obligations to pay such claim would be if the party executed an agreement waiving any right, title, interest or claim of any kind they have in or to any monies held in the trust account. Ribbon has not asked the Sponsor to reserve any amount to satisfy any indemnification obligations that may arise and its only assets are expected to be Ribbon’s securities. Accordingly, Ribbon believes it is unlikely that the Sponsor will be able to satisfy these indemnification obligations if it is required to do so. Therefore, Ribbon cannot assure you that the per-share distribution from the Trust Account, if we liquidate the Trust Account because Ribbon has not completed a business combination within the required time period, will not be less than $10.00.

If, after Ribbon distributes the proceeds in the Trust Account to its Public Shareholders, Ribbon files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against Ribbon that is not dismissed, a bankruptcy or other court may seek to recover such proceeds and the members of the Ribbon Board may be viewed as having breached their fiduciary duties to Ribbon’s creditors, thereby exposing the members of the Ribbon Board and Ribbon to claims of punitive damages.

If, after Ribbon distributes the proceeds in the Trust Account to its Public Shareholders, Ribbon files a bankruptcy or winding up petition or an involuntary bankruptcy or winding up petition is filed against Ribbon that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a bankruptcy court could seek to recover all amounts received by Ribbon’s shareholders. In addition, the Ribbon Board may be viewed as having breached its fiduciary duty to Ribbon’s creditors and/or having acted in bad faith, thereby exposing itself and Ribbon to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

Ribbon’s outstanding rights may have an adverse effect on the market price of Ordinary Shares or may create dilution for Public Shareholders.

Ribbon has issued rights that will result in the issuance of additional Ordinary Shares. Such securities, when converted or exercised, will increase the number of issued and outstanding Ordinary Shares. The sale, or even the possibility of sale, of the shares underlying the rights could have an adverse effect on the market price for Ribbon’s securities. If and to the extent these rights are converted or exercised, Ribbon’s Public Shareholders may experience dilution to their holdings.

Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for Ribbon to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

Section 404 of the Sarbanes-Oxley Act requires that Ribbon evaluate and report on its system of internal controls. Following the initial business combination, if Pubco is deemed to be a large accelerated filer or an accelerated filer, it will be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Further, for as long as Pubco remains an emerging growth company, it will not be required to comply with the independent registered public accounting firm attestation requirement on its internal control over financial reporting. Following the Business Combination, Pubco will be required to assure that it is in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The need to develop the internal control system to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete the Business Combination as well as impose obligations of Pubco following the Business Combination.

In connection with the Extraordinary General Meeting, Public Shareholders may need to comply with specific requirements for redemption of their Public Shares that may make it more difficult for Public Shareholders to exercise their redemption rights prior to the deadline for exercising their rights.

In connection with any shareholder meeting called to approve a proposed initial business combination, each Public Shareholder will have the right, regardless of whether it is voting for or against such proposed business combination, to redeem its Public Shares for pro rata share of the Trust Account. The Redemption Price to be paid will be the applicable pro rata portion of the monies held in the Trust Account.

However, in order to validly exercise redemption rights, Public Shareholders must comply with specific delivery requirements. Specifically, Public Shareholders will be required to either (i) tender their share certificates (if any) and properly completed redemption forms to the Transfer Agent, or (ii) deliver their Public Shares electronically through the Depository Trust Company’s DWAC system, in each case prior to the deadline stated in the proxy materials.

Obtaining a physical share certificate may involve coordination among the shareholder’s broker, DTC, and the Transfer Agent, and could take two weeks or longer, a timeline over which Ribbon has no control. Although DWAC delivery is generally quicker, delays may still occur, and Ribbon makes no guarantees regarding processing times.

As a result, Public Shareholders who do not complete the required delivery procedures in a timely manner may be unable to redeem their shares, even if they submitted a redemption election. These shareholders would then remain investors in Ribbon and may not have another opportunity to redeem their shares prior to completion of the Business Combination.

Investors may not have sufficient time to comply with the delivery requirements for redemption.

Pursuant to Ribbon’s Current Charter, Ribbon is required to give a minimum of only 10 days’ notice for an Extraordinary General Meeting. As a result, if Ribbon requires Public Shareholders who wish to redeem their Public Shares for a pro rata portion of the funds in the Trust Account to comply with specific delivery requirements for redemption, holders may not have sufficient time to receive the notice and deliver their share certificates (if any) and other redemption forms. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain Ribbon’s securities when they otherwise would not want to.

If Ribbon requires Public Shareholders who wish to redeem their Public Shares to comply with the delivery requirements for redemption, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved.

If Ribbon requires Public Shareholders who wish to redeem their Public Shares to comply with specific delivery requirements for redemption described above and such proposed business combination is not consummated, Ribbon will promptly return such certificates to the redeeming Public Shareholders. Accordingly, investors who attempted to redeem their shares in such a circumstance will be unable to sell their securities after the failed acquisition until Ribbon has returned their securities to them. The market price for Ribbon’s shares may decline during this time and Ribbon’s Public Shareholders may not be able to sell their securities when they wish to, even while other shareholders that did not seek to redeem may be able to sell their securities.

Because Ribbon is incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests, and their ability to protect their rights through the U.S. Federal courts may be limited.

Because Ribbon is currently incorporated under the laws of the Cayman Islands, Public Shareholders may face difficulties in protecting their interests and their ability to protect their rights through the U.S. federal courts may be limited prior to the Domestication. Ribbon is currently an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon Ribbon’s directors or officers, or enforce judgments obtained in the United States courts against Ribbon’s directors or officers.

Until the Domestication is effected, Ribbon’s corporate affairs are governed by the Current Charter, the Cayman Islands Companies Act and the common law of the Cayman Islands. The rights of Ribbon securityholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of its directors to Ribbon under the laws of the Cayman Islands are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of Ribbon’s securityholders and the fiduciary responsibilities of its directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders’ derivative action in a federal court of the United States.

The courts of the Cayman Islands are unlikely (i) to recognize or enforce against Ribbon judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against Ribbon predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the Ribbon Board or controlling shareholders than they would as public stockholders of a United States company.

We may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Machiko Shimizu, controls our Sponsor Ribbon Ventures Ltd and is the only person who has a material interest in the Sponsor, is a Japanese citizen and a non-U.S person. Certain companies requiring federally issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Therefore, because we may be considered a “foreign person” under such rules and regulations, we could be subject to foreign ownership restrictions and/or CFIUS review if our proposed business combination is with a U.S. target company engaged in a regulated industry or which may affect national security. The jurisdictional scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include

certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA and subsequent implementing regulations that are now in force also subject certain categories of investments to mandatory filings. Therefore, if our potential initial business combination with a U.S. target company falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such target company. In addition, if our potential business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company were we to proceed without first obtaining CFIUS clearance. The foreign ownership limitations and the potential impact of a CFIUS review may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited, and we may be adversely affected in terms of competing with other special purpose acquisition companies that do not have similar foreign ownership issues.

As a result of these various restrictions, the pool of potential targets with which we could complete the Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete the Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, or less in certain circumstances, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Ribbon’s officers, directors, or any of their respective affiliates are not obligated to offer any corporate opportunity of which he or she may become aware to Ribbon, except for certain limited circumstances, if the Business Combination is not consummated for any reason after the Domestication takes effect, and the Interim Charter becomes the governing charter of Ribbon.

Pursuant to the Current Charter, to the fullest extent permitted by applicable law, Ribbon’s directors and officers 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. Ribbon has renounced any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for Ribbon’s directors and officers, on the one hand, and Ribbon, on the other. Except to the extent expressly assumed by contract, to the fullest extent permitted by applicable law, Ribbon’s directors and officers have no duty to communicate or offer any such corporate opportunity to Ribbon and shall not be liable to Ribbon or its shareholders for breach of any fiduciary duty solely by reason of the fact that such party pursues or acquires such corporate opportunity for itself, himself or herself, directs such corporate opportunity to another person, or does not communicate information regarding such corporate opportunity to Ribbon. Before Ribbon consummates its Business Combination, Ribbon will file certain documents in the Cayman Islands and the State of Delaware in order to affect the Domestication. At the effective time of the Domestication, Ribbon will cease to be an exempted company incorporated under the laws of the Cayman Islands and will continue as a Delaware corporation. The Current Charter will be replaced by the Interim Charter and Ribbon Shareholders rights will cease to be governed by the laws of the Cayman Islands and will be governed by Delaware law. Although Ribbon plans to consummate its initial business combination on the business day after the Domestication, in the event that the initial business combination is not consummated for any reason, the Interim Charter will become the governing charter of Ribbon. Under the Interim Charter, Ribbon’s officers and directors, or any of their respective affiliates may become aware of business opportunities which may be appropriate for presentation to Ribbon and the other entities to which they owe certain fiduciary or contractual duties.

The inclusion of the “corporate opportunity” waiver in the Interim Charter provides Ribbon with greater flexibility to attract and retain the officers and directors that Ribbon feels are the best candidates. However, the personal and financial interests of Ribbon’s directors and officers may influence their motivation and may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business opportunity are appropriate and are in Ribbon Shareholders’ best interest. The directors, officers or their respective affiliates will

EGM OF THE SHAREHOLDERS

General

Ribbon is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Ribbon Board for use at the EGM to be held at [    ] a.m., Eastern Time on [    ], and at any adjournment thereof. This proxy statement/prospectus provides Ribbon shareholders with information they need to know to be able to vote or direct their vote to be cast at the EGM.

Date, Time and Place of EGM

Ribbon’s EGM is to 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.

Registering for the EGM

As a registered Ribbon shareholder, you received a proxy card from Odyssey Transfer and Trust Company. The form contains instructions on how to attend the meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Odyssey Transfer and Trust Company at the phone number or e-mail address below. Odyssey Transfer and Trust Company’s support contact information is as follows: [    ], or email [    ].

You can pre-register to attend the meeting starting [    ], 2025 at [    ] a.m. Eastern Time. Enter the URL address [·] into your browser and enter your control number, name, and email address. At the start of the meeting, you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

A Ribbon shareholder that holds such shareholder’s shares in “street name,” which means such shareholder’s shares are held of record by a broker, bank or other nominee, may need to contact Odyssey Transfer and Trust Company to receive a control number. If you plan to vote shares you hold in “street name” at the meeting, you will need to have a legal proxy from your bank or broker, or if you would like to join and not vote, Odyssey Transfer and Trust Company will issue you a guest control number with proof of ownership. Either way, you must contact Odyssey Transfer and Trust Company for specific instructions on how to receive the control number. They can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing [    ] within the U.S. and Canada (toll-free), or [    ] outside the U.S. and Canada (standard rates apply) when prompted enter the pin number [·]. This is listen-only and is being provided as a courtesy, and you will not be able to vote, be deemed present at the meeting or enter or ask questions during the meeting via telephone.

Purpose of the EGM

At the EGM, Ribbon is asking holders of its ordinary shares to consider and vote upon:

•        The NTA Proposal;

•        The Domestication Proposal. The forms of the Surviving Pubco Certificate of Incorporation and proposed Surviving Pubco Bylaws to become effective upon the Domestication are attached to this proxy statement/prospectus as Annex B and Annex C, respectively;

•        The Business Combination Proposal. A copy of the Business Combination Agreement together with its amendment, the Joinder Agreement, is attached to this proxy statement/prospectus as Annex A;

•        The Organizational Documents Proposals;

•        The Nasdaq Proposal;

•        The Incentive Plan Proposal. A copy of the Equity Incentive Plan is attached to this proxy statement/prospectus as Annex F;

•        The Director Election Proposals; and

•        The Adjournment Proposal.

Recommendation of the Ribbon Board with Respect to the Proposals

The Ribbon Board has determined that each of the proposals is fair to and in the best interests of Ribbon and its shareholders, and has unanimously approved such proposals. The Ribbon Board unanimously recommends that stockholders:

•        vote “FOR” the NTA Proposal;

•        vote “FOR” the Domestication Proposal;

•        vote “FOR” the Business Combination Proposal;

•        vote “FOR” the Organizational Documents Proposals;

•        vote “FOR” the Nasdaq Proposal;

•        vote “FOR” the Incentive Plan Proposal;

•        vote “FOR” the Director Election Proposal;

•        vote “FOR” the Adjournment Proposal, if it is presented to the meeting.

Record Date; Who is Entitled to Vote

Ribbon has fixed the close of business on [    ], 2026, as the Record Date for determining the Ribbon shareholders entitled to notice of and to attend and vote at the EGM. As of the close of business on such date, there were [    ] Ribbon Ordinary Shares outstanding and entitled to vote. The Ribbon Ordinary Shares vote as a single class, and each share is entitled to one vote per share at the EGM.

Quorum

A quorum of Ribbon Shareholders is necessary to hold the EGM. The presence of holders of a 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 will constitute a quorum for the EGM.

Abstentions and Broker Non-Votes

Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the EGM. Accordingly, abstentions will have no effect on the outcome for any of the proposals. All proposals presented at the EGM are “non-routine” matters and, therefore, there will be no “broker non-votes.”

Vote Required for Approval

Each of the Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal is interdependent upon the others and must be approved in order for Ribbon to complete the Business Combination contemplated by the Business Combination Agreement. If any of Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal fails to receive the required approval by the shareholders of Ribbon at the EGM, the Business Combination will not be completed. The Business Combination Proposal, the Incentive Plan Proposal, the Nasdaq Proposal and the Director Election Proposal and the Adjournment Proposal will require an ordinary resolution as a matter of Cayman Islands law, 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. The NTA Proposal, the Domestication

Proposal and the Organizational Documents Proposals 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 present and voting in person or by proxy at the EGM.

Voting Your Shares

If you are a record owner of your shares, there are three ways to vote your Ribbon Ordinary Shares at the EGM:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Ribbon Board “FOR” the NTA Proposal, the Domestication Proposal, the Business Combination Proposal, the Organizational Documents Proposal, the Nasdaq Proposal, the Equity Incentive Plan Proposal, the Director Election Proposal and the Adjournment Proposal (if presented) at the EGM. Votes received after a matter has been voted upon at the EGM will not be counted.

You Can Virtually Attend the EGM and Participate Virtually.    You can participate in the virtual meeting and vote during the EGM even if you have previously voted by submitting a proxy as described above.

You Can Personally Attend the EGM and Participate.    You can attend the EGM in person and vote during the meeting even if you have previously voted by submitting a proxy as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the EGM and vote your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way Ribbon can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy

If you are a record owner of your shares and you give a proxy, you may change or revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        you may notify Ribbon’s secretary in writing before the EGM that you have revoked your proxy; or

•        you may attend the EGM, revoke your proxy and vote in person as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions About Voting Your Shares

If you are a Ribbon’s shareholder and have questions about how to vote or direct a vote in respect of your Ribbon Ordinary Shares, you may call [    ], Ribbon’s proxy solicitor, by calling [    ] (toll-free), or if you are a bank or a broker, by calling [    ], or by emailing [    ].

Vote of Ribbon’s Insiders

In connection with the IPO, Ribbon entered into an agreement with its officers, directors and initial shareholders pursuant to which they agreed to vote any initial shares and private shares owned by them in favor of the Business Combination Proposal and for all other Proposals presented at the EGM. This agreement applies to each Insider as it relates to the initial and private shares owned by them and the requirement to vote such shares in favor of the Business Combination Proposal and for all other Proposals presented to Ribbon shareholders in this proxy statement/prospectus.

Ribbon’s Insiders have waived any redemption rights, including with respect to their initial shares, private shares and public shares, in connection with Business Combination. No consideration was provided in exchange for the Insiders’ waiver of their redemption rights. The initial shares held by the Insiders have no redemption rights upon Ribbon’s liquidation and will be worthless if no business combination is effected by Ribbon by January 16,

2026 (as such deadline may be extended by the amendment to Ribbon’s Current Charter). If Ribbon’s initial business combination is not consummated by January 16, 2026 (as such deadline may be extended by the amendment to Ribbon’s Current Charter), then Ribbon’s existence will terminate, and Ribbon will distribute amounts in the Trust Account as provided in Ribbon’s Current Charter.

Redemption Rights

Pursuant to the Current Charter, a Ribbon Public Shareholder may request of Ribbon that it redeem all or a portion of its Ribbon Public Shares for cash if the Business Combination is consummated. As a holder of Ribbon Public Shares, you will be entitled to receive cash for any Ribbon Public Shares to be redeemed only if you:

(i)     hold Ribbon Public Shares separately from other securities (if you hold Ribbon Public Shares through Ribbon Units, you must elect to separate your Ribbon Units into the underlying Ribbon Public Shares and Ribbon Public Rights prior to exercising your Redemption Rights with respect to the Ribbon Public Shares);

(ii)    submit a written request to the Transfer Agent, in which you (a) request that the Ribbon redeem all or a portion of your Ribbon Public Shares for cash, and (b) identify yourself as the beneficial holder of the Ribbon Public Shares and provide your legal name, phone number and address; and

(iii)   deliver your Ribbon Public Shares to the Transfer Agent, physically or electronically through DTC.

Ribbon Public Shareholders may seek to have their Ribbon Public Shares redeemed by Ribbon regardless of whether they vote for or against the Business Combination Proposal or any other Proposals (or do not vote at all) and whether or not they held Ribbon Public Shares as of the Record Date. In order for a Ribbon Public Shareholder to request redemption of such holder’s Ribbon Ordinary Shares, such request must be made on or before [    ], 2025 (two Business Days before the EGM). Any Ribbon Public Shareholder who exercises Redemption Rights will have his or her Ribbon Public Shares redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. Redemptions by Ribbon Public Shareholders will have a dilutive impact on the holdings of non-redeeming Ribbon Public Shareholders. The potential dilutive impact of these redemptions on non-redeeming shareholders will depend on the degree to which Ribbon Public Shareholders redeem their shares. For a tabular chart disclosing the dilutive impact of redemptions on non-redeeming Ribbon Public Shareholders, based on three scenarios (No Redemption, Intermediate Redemption, and Maximum Redemption), please see “Proposal No. 3 — Business Combination Proposal — Ownership of Surviving Pubco Immediately After the Closing.”

For illustrative purposes, based on funds in the Trust Account of approximately $[    ] million on [    ], 2026, and including anticipated additional interest through the closing of the Business Combination (assuming interest accrues at recent rates and no additional tax payments are made out of the Trust Account), the estimated per share redemption price is expected to be approximately $[    ]. A Ribbon Public Shareholder that has properly tendered his or her Ribbon Public Shares for Redemption will be entitled to receive his or her pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such Ribbon Public Shares only if the Business Combination is completed. If the Business Combination is not completed, the Redemptions will be cancelled and the tendered Ribbon Public Shares will be returned to the relevant Ribbon Public Shareholders as appropriate.

Ribbon Public Shareholders who seek to redeem their Ribbon Public Shares must demand Redemption no later than, [    ] Eastern Time, on [    ], 2026 (two Business Days before the EGM) by (i) submitting a written request to the Transfer Agent that Ribbon redeem such Ribbon Public Shareholder’s Ribbon Public Shares for cash, (ii) affirmatively certifying in such request to the Transfer Agent for Redemption if such Ribbon Public Shareholder is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) with any other shareholder with respect to Ribbon Public Shares and (iii) tendering their ordinary shares, either physically or by delivering them electronically using DTC’s DWAC System, at the Ribbon Public Shareholder’s option, to the Transfer Agent prior to the EGM. If a Ribbon Public Shareholder holds the Ribbon Public Shares in street name, such Ribbon Public Shareholder will have to coordinate with his or her broker to have such Ribbon Public Shares certificated or delivered electronically. Certificates that have not been tendered to the Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal 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

the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming Ribbon Public Shareholder. In the event the Business Combination is not completed, this may result in an additional cost to the Ribbon Public Shareholders for the return of their shares.

If a Ribbon Public Shareholder demands Redemption of such Ribbon Public Shares and subsequently decides prior to the applicable date not to elect to exercise Redemption Rights, he or she may simply request that the Transfer Agent return the shares (physically or electronically).

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 Redemption will be honored unless the Ribbon Public Shareholder’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 allow sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Ribbon’s understanding that Ribbon Public Shareholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Ribbon does not have any control over this process and it may take longer than two weeks. Ribbon Public Shareholders who hold their Ribbon Public 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 Ribbon Public Shareholder. In the event the Business Combination is not completed, this may result in an additional cost to Ribbon Public Shareholders for the return of their Ribbon Public Shares.

A Ribbon Public Shareholder will be entitled to receive cash for these shares only if the shareholder properly demands Redemption as described above and the Business Combination is completed. If a Ribbon Public Shareholder properly seeks Redemption and the Business Combination is completed, Ribbon will redeem these shares for cash and the holder will no longer own these shares following the Business Combination. If the Business Combination is not completed for any reason, then the Ribbon Public Shareholders who exercised their Redemption Rights will not be entitled to receive cash for their shares. In such case, Ribbon will promptly return any shares delivered by the Ribbon Public Shareholders.

Notwithstanding the foregoing, a Ribbon Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as described in Section 13(d)(3) of the Exchange Act) will be restricted from seeking Redemption Rights with respect to 15% or more of Ribbon Public Shares. Accordingly, any shares held by a Ribbon Public Shareholder or “group” in excess of such 15% cap will not be redeemed by Ribbon.

Pursuant to the Letter Agreement, the Sponsor Related Parties have waived all of their Redemption Rights and will not have Redemption Rights with respect to any Ribbon Ordinary Shares owned by them, directly or indirectly other than the shares acquired in the IPO.

Holders of the Ribbon Rights will not have redemption rights with respect to the rights.

The closing price of Ribbon Ordinary Shares on [    ], 2026 was $[    ]. The cash held in the Trust Account as of [    ], 2025 was approximately $[    ] per Ribbon Public Share. Prior to exercising Redemption Rights, shareholders should verify the closing price of the Ribbon Public Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their Redemption Rights if the closing price per share is higher than the Redemption price. Ribbon cannot assure its shareholders that they will be able to sell their Ribbon Ordinary Shares in the open market, even if the closing price per share is higher than the Redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A Ribbon Public Shareholder who properly exercises its Redemption Rights pursuant to the procedures set forth herein will be entitled to receive a pro rata portion of the aggregate amount then on deposit in the Trust Account, less any amounts necessary to pay Ribbon’s taxes.

Appraisal Rights

Shareholders of Ribbon do not have appraisal rights in connection with the Business Combination or the Domestication under the Companies Act or under the DGCL.

Proxy Solicitation Costs

Ribbon is soliciting proxies on behalf of the Ribbon Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Ribbon has engaged [    ] to assist in the solicitation of proxies for the EGM. Ribbon and its directors and officers and employees may also solicit proxies in person. Ribbon will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement/prospectus and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

Ribbon will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement/prospectus and the related proxy materials. Ribbon will pay [    ] a fee of $[    ] plus disbursements, reimburse [    ] for its reasonable out-of-pocket expenses and indemnify [    ] and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as Ribbon’s proxy solicitor. Ribbon will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement/prospectus and the related materials to Ribbon shareholders. Ribbon’s directors and officers and employees of Ribbon who solicit proxies will not be paid additional compensation for soliciting.

Potential Purchases of Public Shares and/or Rights

At any time prior to the EGM, during a period when they are not then aware of any material non-public information regarding Ribbon, DRC, or its or their securities, the Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market from shareholders who redeem, or indicate an intention to redeem, their Public Shares, or they may enter into transactions with such persons and others to provide them with incentives to acquire Public Shares. Any Public Shares purchased by the Sponsor or its affiliates would be purchased at a price no higher than the Redemption Price for the Public Shares. For illustrative purposes, as of [    ], 2025, this would have amounted to approximately $[    ] per Public Share. Any Public Shares so purchased would not be voted by the Sponsor or its affiliates at the EGM and would not be redeemable by the Sponsor or its affiliates.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied or to provide additional equity financing. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares or warrants owned by the Sponsor for nominal value.

However, other than as expressly stated in this proxy statement/prospectus, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Ribbon will file a Current Report on Form 8-K prior to the EGM to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons. Any such report will include (i) the amount of Ribbon Class A Ordinary Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Ribbon Class A Ordinary Shares for which Ribbon has received redemption requests.

Any such arrangements may have a depressive effect on the price of Pubco Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares such investor or holder owns, either prior to or immediately after the EGM. The public “float” of Ribbon’s Public Shares and the number of beneficial holders of Ribbon’s securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Ribbon’s securities on a Stock Exchange.

PROPOSAL 1: THE NTA PROPOSAL

General

As discussed elsewhere in this proxy statement/prospectus, Ribbon is asking its stockholders to approve the NTA Proposal. 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 Ribbon shareholders. If the NTA Proposal and the Business Combination Proposal are approved at the EGM, the following amendments will be made to the Current Charter, which shall be effective, if adopted and implemented by Ribbon, prior to the consummation of the proposed Business Combination:

(a)     Section 9.2(a) of the Current Charter shall be amended in its entirety to read as follows:    “Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed (irrespective of whether they voted in favor or against the Business Combination) pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.”

(b)    Section 9.2(e) of the Current Charter shall be amended in its entirety to read as follows:    “If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if (i) such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination (or such other vote as the applicable law or stock exchange rules then in effect may require).”

(c)     Section 9.7 of the Current Charter shall be amended to remove the following language:    “provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”

Reasons for the Amendments

Ribbon shareholders are being asked to adopt the proposed amendments to the Current Charter prior to the Closing, which, in the judgment of the Ribbon Board, may facilitate the consummation of the Business Combination. The Current Charter limits Ribbon’s ability to consummate an initial business combination, or to redeem shares of Ribbon Class A Ordinary Shares in connection with an initial business combination, if it would cause Ribbon to have less than $5,000,001 in net tangible assets. The purpose of such limitation was initially to ensure that the Ribbon Class A Common Stock is not deemed to be a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because the Ribbon Class A Ordinary Shares and the Pubco’s Ordinary Shares would not be deemed to be a “penny stock” as such securities are listed on a national securities exchange, Ribbon is presenting the NTA Proposal to facilitate the consummation of the Business Combination. If the NTA Proposal is not approved and there are significant requests for redemption such that Ribbon’s net tangible assets would be less than $5,000,001 upon the consummation of the Business Combination, the Current Charter would prevent Ribbon from being able to consummate the Business Combination even if all other conditions to Closing are met. If the Business Combination is consummated, then the Current Charter, as amended by the NTA Amendments, will be further amended and restated in its entirety as set forth in the Proposed Charter in connection with the Closing of the Business Combination and all of the references in this proxy statement/prospectus to the “Current Charter” shall be deemed to mean the Current Charter as amended by amendments the contained in this NTA Proposal.

Resolution

The full text of the resolution to be voted upon is as follows:

RESOLVED, that the following amendments to the Current Charter shall be adopted:

(a)     Section 9.2(a) of the Current Charter shall be amended to read in its entirety as follows:    “Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed (irrespective of whether they voted in favor or against the Business Combination) pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.”

(b)    Section 9.2(e) of the Current Charter shall be amended to read in its entirety as follows:    “If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination (or such other vote as the applicable law or stock exchange rules then in effect may require).”

(c)     Section 9.7 of the Current Charter shall be amended to remove the following language:    “provided, however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders who wish to redeem are unable to redeem due to the Redemption Limitation.”

Vote Required for Approval

The approval of the NTA Proposal requires 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.

Recommendation of the Ribbon Board

RIBBON’S BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE

“FOR” THE NTA PROPOSAL.

PROPOSAL 2: THE DOMESTICATION PROPOSAL

Overview

Ribbon is asking its shareholders to approve, by special resolution, a change of Ribbon’s jurisdiction of incorporation by de-registering as an exempted company from the Cayman Registrar 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 DGCL, and Part XII of the Cayman Companies Act. To effect the Domestication, Ribbon will (i) file a notice of de-registration with the Cayman Registrar, together with the necessary accompanying documents, (ii) file a Certificate of Domestication with the Secretary of State of the State of Delaware, together with the Pubco Charter, in each case, in accordance with the provisions thereof and Section 388 of the DGCL, and (iii) obtain a certificate of de-registration from the Cayman Registrar, pursuant to which Ribbon will be domesticated and continue as a Delaware corporation.

In accordance with applicable law, the Certificate of Domestication will provide that at the effective time of the Domestication, by virtue of the Domestication, and without any action on the part of any shareholder, each then issued and outstanding Ribbon Class A Share will convert automatically, on a one-for-one basis, into one share of Pubco Common Stock.

The Domestication Proposal, if approved, will approve a change of Ribbon’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Ribbon is currently governed by the Cayman Companies Act, upon the Domestication, Pubco will be governed by the DGCL.

Reasons for Domestication

The Ribbon Board believes that it would be in the best interests of Ribbon, simultaneously with the completion of the Business Combination, to effect the Domestication. Further, the Ribbon Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation.

The Ribbon Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of Ribbon and its shareholders. These additional reasons can be summarized as follows:

•        Prominence, Predictability and Flexibility of Delaware Law.    For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as DRC’s.

•        Well-Established Principles of Corporate Governance.    There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. Ribbon believes such clarity would be advantageous to Pubco, the Pubco Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for Pubco’s stockholders from possible abuses by directors and officers.

•        Increased Ability to Attract and Retain Qualified Directors.    Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. Pubco’s incorporation in Delaware may make Pubco more attractive to future candidates for the Pubco Board, because many such candidates are already familiar with Delaware corporate law from their past business experiences. To date, Ribbon has not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. The Ribbon Board therefore believes that providing the benefits afforded directors by Delaware law will enable Pubco to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for Ribbon’s stockholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, Ribbon believes that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, Ribbon believes that the corporate environment afforded by Delaware will enable Pubco to compete more effectively with other public companies in attracting and retaining new directors.

Regulatory Approvals; Third-Party Consents

Ribbon is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to complete the Domestication. However, because the Domestication is intended to occur one business day prior to the Business Combination, it will not occur unless the Business Combination can be completed, which will require the approvals as described under “Proposal No. 3 — The Business Combination Proposal.” Ribbon must comply with applicable United States federal and state securities laws in connection with the Domestication, including the filing with Nasdaq of a press release disclosing the Domestication, among other things.

The Domestication will not breach any covenants or agreements binding upon Ribbon and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Delaware necessary to effect the Domestication.

Vote Required for Approval

Approval of the Domestication Proposal requires a special resolution, being the affirmative vote of at least two-thirds of the holders of issued and outstanding Ribbon Class B Shares who, being present in person or represented by proxy and entitled to vote at the EGM, vote at the EGM. The holders of the Ribbon Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 31 of the Current Charter. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the EGM and otherwise will have no effect on the Domestication Proposal because the Domestication Proposal requires the affirmative vote of two-thirds of votes cast and an abstention and broker non-vote is not a vote cast.

The Domestication Proposal is conditioned on the approval of each of the Required Proposals. Therefore, if each of the Required Proposals is not approved, the Domestication Proposal will have no effect, even if approved by holders of Ribbon Ordinary Shares.

The outstanding Ribbon Class B Shares are exclusively owned by the Ribbon Insiders. Accordingly, the Ribbon Insiders will be able to approve the Domestication Proposal without the vote of any other Ribbon Shareholder.

Resolution to be Voted Upon

“RESOLVED, as a special resolution, that Ribbon be de-registered in the Cayman Islands pursuant to article 31 of the amended and restated memorandum and articles of association of Ribbon and Part XII of the Cayman Islands Companies Act (As Revised) and transferred by way of continuation to Delaware as a corporation under the laws of the state of Delaware.”

Recommendation of the Ribbon Board

THE RIBBON BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

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 he, she or they may believe is in the best interests of Ribbon and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Cormorant and Ribbon’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 3 — The Business Combination Proposal — Certain Interests of Ribbon’s Directors and Officers, Sponsor and Others in the Business Combination” for a further discussion of these considerations.

PROPOSAL 3: THE BUSINESS COMBINATION PROPOSAL

Ribbon is asking its shareholders to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus and is incorporated into this proxy statement/prospectus by reference. Please see the subsection entitled “The Business Combination Agreement” below, for additional information and a summary of certain terms of the Business Combination Agreement. You are urged to read the Business Combination Agreement in its entirety before voting on this proposal.

This section describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the Ancillary Documents. Ribbon’s shareholders and other interested parties are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Business Combination. Unless otherwise defined herein, the capitalized terms used in this section “Proposal 3: The Business Combination Proposal — The Business Combination Agreement” are defined in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, including, in some cases, as of the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules attached thereto which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Ribbon does not believe that the disclosure schedules contain information that is material to an investment decision.

The Business Combination Agreement

On June 30, 2025, Ribbon entered into a Business Combination Agreement by and among DRC Medicine Inc., a Delaware Corporation (“Pubco”), DRC Medicine Ltd. a Japanese corporation (“DRC Medicine”), and DRC Merger Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub”). The Business Combination Agreement, as amended by the Joinder Agreement dated June 3, 2026, provides, among other things, that on the terms and subject to the conditions set forth therein, (i) on or one day prior to the Closing Date, the shareholder of Pubco, DRC Medicine Holdings Ltd., and the shareholders of DRC Medicine will engage in a share exchange, whereby DRC Medicine’s shareholders will exchange their shares in the company for the shares of Pubco held by DRC Medicine Holdings Ltd.; (ii) on or one day prior to the Closing Date, Ribbon will de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate to and domesticate as a Delaware corporation (the “Domestication”), and (iii) following the Domestication, Ribbon will be merged with and into Merger Sub, as a result of which Merger Sub will be the surviving company and a wholly-owned subsidiary of Pubco.

Conditions to the Closing of the Business Combination

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain customary closing conditions of the respective parties, including, without limitation: (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 the 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.

The obligations of Ribbon to consummate the Business Combination are further subject to additional conditions, including, among other things: (i) material compliance by DRC Company Parties with its agreements and covenants under the Business Combination Agreement; (ii) the truth and accuracy of the representations and warranties of DRC Company Parties, subject to customary bring-down standards; (iii) no Material Adverse Effect (as defined in the Business Combination Agreement) having occurred since the date of the Business Combination Agreement that is continuing; (iv) delivery of a certificate executed by the Chief Executive Officer or Chief Financial Officer of DRC Company Parties certifying compliance with specified closing conditions; (v) the termination of certain agreements among DRC Company Parties and its stockholders; (vi) receipt of required third-party consents; (vii) execution and delivery of Non-Competition Agreements by certain key employees of DRC Company Parties; and (viii) execution and delivery of a Lock-Up Agreement by DRC Company Parties’ securityholders and SPAC’s Sponsor along other ancillary agreements to the Business Combination Agreement.

The obligations of DRC Company Parties to consummate the Business Combination are further subject to additional conditions, including, among others,: (i) material compliance by Ribbon with their respective agreements and covenants under the Business Combination Agreement; (ii) the truth and accuracy of the representations and warranties of Ribbon, subject to customary bring-down standards and exceptions for representations not resulting in a Material Adverse Effect (as defined in the Business Combination Agreement); (iii) receipt by the DRC Company Parties of a certificate executed by an authorized officer of the Company certifying compliance with certain conditions; (iv) the filing and effectiveness of Pubco’s certificate of incorporation with the Delaware Secretary of State; and (v) the execution and delivery by Ribbon of certain ancillary agreements to the Business Combination Agreement.

Representations and Warranties

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the DRC Company Parties and the SPAC during the period between execution of the Business Combination Agreement and the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Business Combination. The representations, warranties, covenants and agreements of parties made under the Business Combination Agreement will not survive the Closing except for the covenants and agreements contained therein by their terms expressly apply in whole or in part at or after the Closing or in the case of claims against a person or entity in respect of such person’s or entity’s common law fraud.

Survival of Representations, Warranties and Covenants

Except as expressly provided the Business Combination Agreement or in the case of a fraud claim against a person, none of the representations and warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any other certificate, statement or instrument delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing (and there will be no liability after the Closing in respect thereof), except for those covenants and agreements contained therein that by their terms expressly apply in whole or in part after at or after the Closing, and then only in respect to any breaches occurring at or after the Closing.

Covenants of the Parties

The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the Business Combination Agreement agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the DRC company parties and Ribbon during the period between execution of the Business Combination Agreement and the Closing. Each of the parties to the Business Combination Agreement has agreed to use its reasonable best efforts to cause all actions and things necessary to consummate and expeditiously implement the Business Combination. The representations, warranties, covenants and agreements of parties made under the Business Combination Agreement will not survive the Closing except for the covenants and agreements contained therein by their terms expressly apply in whole or in part at or after the Closing or in the case of claims against a person or entity in respect of such person’s or entity’s common law fraud.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances, including, without limitation, (i) by Ribbon or the DRC Company Parties, if a governmental authority issues a final and non-appealable order or enacts a law permanently restraining, enjoining, or otherwise prohibiting the consummation of the Business Combination; (ii) by mutual written consent of Ribbon or the DRC Company Parties; (iii) by Ribbon or the DRC Company Parties in the event that the Ribbon Shareholder Approval or Pubco Stockholder Approval is not obtained by the Closing Date, which termination shall be effective upon ten (10) days’ prior written notice from the party terminating this Agreement to the other parties; (iv) by Ribbon, upon written notice, that the DRC Company Parties have materially breached its covenants, agreements, or representations and warranties in a way that would cause the failure of a closing condition and such breach is not cured within thirty (30) days following receipt by DRC Company Parties; (v) by Ribbon, if DRC Company Parties have failed to deliver audited financial statements or interim U.S. GAAP financial statements; and (vi) by DRC Company Parties, upon written notice, Ribbon has materially breached its covenants, agreements, or representations and warranties in a way that would cause the failure of a closing condition and such breach is not cured within thirty (30) days following receipt by Ribbon.

Trust Account Waiver

DRC agreed on behalf of itself and its affiliates that neither it nor its affiliates will have any right, title, interest of any kind in or to any monies in Ribbon’s trust account held for its public shareholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom) other than in connection with the Closing.

Governing Law

The Business Combination Agreement is governed by the laws of the State of Delaware, provided that matters that are required to be governed by the laws of the Cayman Islands (including, without limitation, in respect of the Domestication) will be governed by the laws of the Cayman Islands.

Ancillary Documents

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the Business Combination Agreement (the “Ancillary Documents”), but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Ancillary Documents, copies of each of which are attached hereto as exhibits. Shareholders and other interested parties are urged to read such Ancillary Documents in their entirety.

[Lock-Up Agreement

In connection with the Closing certain shareholders of the Pubco (individually, the “Holder” or “Warrant Holder,” collectively, the “Holders”) will enter into a lock-up agreement (the “Lock-Up Agreement”) with Pubco.

Pursuant to the Lock-Up Agreement, the Holders will agree not to transfer (except for certain permitted transfers) any shares of Pubco Common Stock held by such Holder for a period of six (6) months following the Closing Date. Certain Holders of DRC Warrants are subject to a twelve (12) month lock-up period. Permitted transfers include estate planning transfers, gifts to family members, transfers to affiliates, and other limited exceptions, provided that the transferee agrees to be bound by the same lock-up restrictions.

The foregoing description of the Lock-Up Agreement does not purport to be complete and is qualified in its entirety by the full text of the Form of Lock-Up Agreement, a copy of which is included as Exhibit [*] to this prospectus.]

Interests of Ribbon’s Directors and Officers and Others in the Business Combination

Since the Sponsor, its affiliates, representatives and Ribbon’s officers and directors (the “Initial Stockholders”), have interests that are different, or in addition to (and which may conflict with), the interests of the other holders of Ordinary Shares, a conflict of interest may exist in determining whether the Business Combination with DRC is appropriate. Such interests include that the Initial Stockholders will lose their entire investment in Ribbon if Ribbon does not complete a business combination. When you consider the recommendation of the Ribbon Board in favor of

approval of the Business Combination Proposal, you should keep in mind that the Initial Stockholders, have interests in such proposal that are different from, or in addition to (which may conflict with), those of Ribbon stockholders generally.

These conflicts of interest 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 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.

•        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.

•        the fact that Ribbon is obligated to the Sponsor pursuant to an Administrative Services agreement commencing on January 14, 2025 for twelve (12) months, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support.

Exchange Listing

The Ribbon Units (each consisting of one Class A ordinary share and one right to receive one-seventh (1/7) of one Class A ordinary share), Class A ordinary shares, and Rights, redeemable upon the consummation of the initial business combination) are currently traded on Nasdaq under the symbols “RIBBU”, “RIBB” and “RIBBR,” respectively. Following the Closing, the Ribbon Units, Class A ordinary shares and Ribbon Rights will no longer trade. Pubco will apply for listing, to be effective upon the Closing, of the Pubco Common Stocks on the Nasdaq under the symbols “[    ].” There is no assurance that Pubco will be able to satisfy the Nasdaq listing criteria necessary for listing 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.

Background of the Business Combination

Ribbon is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Ribbon’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region. Prior to entering into the Business Combination Agreement, Ribbon conducted a thorough search for a business combination target, drawing upon the networks of relationships of its management team, the members of the Ribbon Board and input from the Sponsor and its affiliates. Prior to consummating its IPO on January 16, 2025, neither Ribbon, nor anyone on its behalf, had any substantive discussions, formal or otherwise, with respect to a proposed business combination transaction between Ribbon and DRC. The terms of the proposed Business Combination with DRC are the result of arm’s-length negotiations between representatives of Ribbon and DRC. The following is a description of the background of these negotiations and the resulting proposed Business Combination.

Ribbon engaged Celine & Partners PLLC (“Celine”) on February 25, 2025 to represent them in connection with the Business Combination.

In all, prior to the execution of the Merger Agreement, representatives of Ribbon evaluated three potential initial business combinations. Ribbon executed than three non-disclosure agreements (“NDA”)on standard terms during the course, in addition to its non-disclosure and confidentiality agreement with DRC dated March 31, 2025. Ribbon entered into three non-binding letters of intent (each an “LOI”) and had active discussions with three target companies in addition to DRC. The non-disclosure agreements entered into with the potential targets contained customary non-disclosure and non-use provisions and a customary Trust Account waiver provision pursuant to which the potential targets waived any right, title, interest or claim in Ribbon’s Trust Account and agreed not to seek recourse against Ribbon’s Trust Account for any reason. Such non-disclosure agreements do not contain any standstill or similar provisions.

Opportunities for targets were identified through multiple sourcing channels, including direct outreach by Ribbon’s management team, introductions by financial advisors, inbound interest from potential targets, and referrals from the team’s professional network of industry contacts. The evaluation process involved varying levels of preliminary and advanced due diligence. Initial screening typically included preparing and sending an initial due diligence request list and the following additional steps:

•        A review of publicly available information and investor materials;

•        A high-level assessment of each target’s business model, growth prospects, market opportunity, and financial performance; and

•        Alignment with Ribbon’s investment criteria, including industry focus, stage of development, and potential for value creation through a business combination.

Based on the diligence outcomes, Ribbon submitted five non-binding, non-exclusive LOIs to potential targets.

Initial Screening Process

As part of its initial screening, Ribbon reviewed publicly available information such as investor presentations, regulatory filings (where applicable), market and competitive data, and basic financial metrics. These preliminary reviews were conducted to determine basic alignment with Ribbon’s investment criteria, including:

•        Size and growth potential;

•        Industry sector and strategic fit;

•        Stage of development and scalability;

•        Management quality; and

•        Readiness and receptiveness to enter into a public business combination.

Below is a summary of the three acquisition candidates (other than DRC) to which Ribbon submitted an indication of interest or a letter of intent to the acquisition candidate:

Target A

On February 18, 2025, the financial advisor of Target A reached out to Ribbons Chief Financial Officer, Anna Zhou, to determine Ribbon’s interest in a potential business combination with a company that runs an online gaming platform (“Target A”). Following this outreach, Target A’s financial advisor arranged an introductory Zoom meeting among Anna Zhou and Ribbon’s Chief Executive Officer Bubai Ghosh and Target A’s Founder and Chief Executive Officer which was held on February 19, 2025. Ribbon executed an NDA with Target A on February 27, 2025. After the execution of the NDA, Ribbon conducted further due diligence, which included industry research, expert calls, and review of company materials. Ribbon executed a non-exclusive LOI with Target A on February 28, 2025. There were several more discussions internally and with Anna Zhou and Target A’s financial advisor, until March 16, 2025, when Target A made it clear they were not ready to pursue a public listing.

Target B

On March 15, 2025, the financial advisor of Target B reached out to Bubai Ghosh to determine Ribbon’s interest in a potential business combination with a company that uses AIGC technology to integrate AI core technologies such as machine learning, computer vision, and natural language processing to produce movies (“Target B”). Following this outreach, Target B’s financial advisor arranged an introductory Zoom meeting among Anna Zhou and Target B’s Chief Executive Officer which was held on March 17, 2025. Ribbon executed a non-exclusive LOI with Target B on March 18, 2025. After the execution of the LOI, Ribbon conducted further due diligence, which included industry research, expert calls, and review of company materials. On March 22, 2025 Target B informed Ribbon that it was focused on its capital raising efforts and was not interested in pursuing a potential business combination at that time.

Target C

On March 18, 2025, the financial advisor of Target C reached out to Bubai Ghosh to determine Ribbon’s interest in a potential business combination with a company that provides an online cancer vaccine platform (“Target C”). Ribbon executed an NDA with Target C on April 2, 2025. Following this, the Target C’s financial arranged an introductory Zoom meeting among Anna Zhou and Bubai Ghosh and Target C’s Founder and Chief Executive Officer and the Chief Financial Officer, which was held on April 9, 2025. Ribbon executed a non-exclusive LOI with Target C on April 30, 2025. After the execution of the LOI, Ribbon conducted further due diligence, which included industry research, expert calls, and review of company materials. After internal discussions between Anna Zhou and Bubai Ghosh, the Ribbon determined that Target C would not be ideal in meeting certain financial needs and fund raising capacity. Ribbon did not pursue anything further with Target C.

Background of Ribbon’s Interactions with DRC

On April 15, 2025, Bubai Ghosh received an email from a business associate introducing DRC Medicine Ltd, a healthcare and biotechnology company headquartered in Japan and engaged in the research, development, and commercialization of advanced medical technologies. The correspondence inquired whether Ribbon might have interest in exploring a potential strategic transaction with DRC.

Following an initial internal review of publicly available information regarding DRC and its industry segment, Ribbon determined that a preliminary discussion was warranted. On April 16, 2025, Ribbon and DRC executed an NDA. The NDA contained customary confidentiality, non-use, and non-circumvention provisions, as well as a customary trust-account waiver pursuant to which DRC acknowledged that it would have no right, title, interest or claim to any funds held in Ribbon’s trust account. Execution of the NDA enabled the parties to commence a more detailed exchange of information.

Immediately after execution of the NDA, Ribbon initiated its preliminary due-diligence process, which included targeted industry research and competitive analyses and an initial review of operational materials provided by DRS.

On April 17, 2025, Ribbon engaged Anderson Mori & Tomotsune (“AMT”), as its Japanese counsel for the Business Combination.

On April 18, 2025, Anna Zhou, Chief Financial Officer of Ribbon, and Mr. Ghosh held a videoconference with members of DRC’s executive team. During this meeting, DRC’s management presented an overview of its current operations, its pipeline of advanced medical technologies, and its strategic growth initiatives. DRC also provided industry and financial data and delivered forward-looking projections covering the three fiscal years ending December 31, 2027. In the course of the discussion, Bubai Ghosh sought clarification regarding, among other matters, DRC’s rationale for pursuing a business combination with a U.S. special purpose acquisition company, the company’s ability to complete an audit in accordance with U.S. public-company requirements, its overall financial condition and liquidity profile, its capacity to manage anticipated transaction expenses, and the basis for DRC’s preliminary valuation expectations.

Between April 18 and April 20, 2025, Ribbon’s management continued internal deliberations and engaged in further financial modeling and market analysis. These efforts focused on DRC’s indicated enterprise value of approximately $500 million, taking into account the valuations of comparable publicly traded companies in the healthcare and biotechnology sectors, specifically Honeywell International, a major supplier of surgical masks and Roche Diagnostics, a leading company in the diagnostics market with a focus on infectious diseases. These companies were considered as general industry reference points due to certain overlaps with DRC’s participation in healthcare-related products and infectious disease diagnostics markets. However, management recognized that these companies differ substantially from DRC in size, diversification, geographic scope, operating history, and financial profile. Accordingly, management did not treat them as directly comparable companies or apply their trading multiples mechanically in valuing DRC. Rather, the information reviewed served as contextual market data and was considered together with DRC’s projected revenue growth, anticipated operating performance, capital requirements, and competitive landscape in assessing the reasonableness of DRC’s indicated enterprise value. DRC’s projected revenue growth and operating margins, and the broader competitive landscape in which DRC operates were also considered.

On April 20, 2025, following these analyses and discussions DRC and Ribbon executed an LOI. The LOI provided for, among other things (i) a pre-money equity valuation of DRC of approximately $500 million and (ii) the absence of any minimum cash requirement as a condition to closing. On the same date, Ribbon’s management circulated the executed LOI, the accompanying term sheet, and DRC’s presentation materials to Ribbon’s board of directors via electronic mail. After reviewing the materials and receiving a briefing from management, the board expressed its satisfaction with the identification of DRC as a potential business-combination target and authorized the continuation of due diligence and negotiation of definitive transaction documentation.

On April 22, 2025, Bubai Ghosh Bubai Ghosh met with Ribbon’s Sponsor to review management’s favorable assessment of DRC compared with other potential acquisition candidates. The discussion addressed the potential submission of an initial non-binding letter of intent, preliminary valuation parameters, comparable-company analyses, and prevailing market conditions. Management and the Sponsor agreed that DRC satisfied Ribbon’s investment criteria and guidelines and supported the preparation of a draft letter of intent. DRC indicated that it could complete an independent audit within a relatively short time frame, an important consideration given Ribbon’s transaction timetable. Based on negotiations with other potential targets, DRC emerged as the leading candidate for a business combination.

On April 28, 2025, Anna Zhang and Bubai Ghosh conducted an on-site visit with DRC’s executive team, including Narumi Okazaki, DRC’s Chief Executive Officer. DRC’s management presented an overview of its current operations, strategic initiatives, and competitive advantages, and provided financial projections through the fiscal year ending December 31, 2027, along with supporting industry and market data. During the meeting, Bubai Ghosh inquired about DRC’s motivations for pursuing a business combination, its readiness to complete an audit, its financial condition, its ability to manage transaction costs, and its views regarding valuation. Following the on-site visit and review of DRC’s presentations, Ribbon management conducted an internal assessment of DRC’s financial projections, strategic position, and comparable-company analyses. Based on this review, Ribbon estimated the preliminary valuation of DRC to be approximately $350 million.

During the month of May 2025, members of Ribbon’s management team held a series of internal meetings and working sessions to further evaluate DRC. These discussions encompassed, among other topics, DRC’s intellectual-property portfolio, regulatory pathway for its key product candidates, potential synergies with Ribbon’s strategic objectives, and the structure and terms of a potential business combination. Management also refined its valuation analyses and assessed potential risks and benefits to Ribbon’s shareholders. These evaluations laid the foundation for subsequent negotiations of the definitive merger agreement.

On May 14, 2025, Celine and AMT commenced legal due diligence on DRC. The review encompassed, among other areas, corporate structure and governance, historical financing activities, data privacy and cybersecurity, intellectual property, material contracts, litigation, real and personal property, employment and labor matters, antitrust considerations, and regulatory compliance. Given the compressed timetable and DRC’s need to prepare a significant volume of documentation to meet both audit and diligence requirements, Ribbon’s management, outside counsel, DRC management, and the parties’ financial advisors agreed that the legal due diligence process would need to be substantially completed before Ribbon’s anticipated filing of the Registration/Proxy Statement on Form S-4.

Between May and June 2025, various transaction working groups were granted access to DRC’s virtual data room. Throughout this period, Ribbon, DRC, and their respective advisors exchanged emails, conducted conference calls, and written materials concerning DRC’s financial statement preparation, business and commercial plans, and the potential structure for implementing the business combination.

On May 26, 2025, Ribbon’s management and financial advisor held a joint conference call with DRC’s management and financial advisor, along with other members of the working group, to review the anticipated timeline for (i) negotiating and executing the definitive merger agreement, (ii) issuing a joint press release, (iii) filing a Current Report on Form 8-K, (iv) completing DRC’s audited financial statements, and (v) preparing and filing the Form S-4 registration/proxy statement.

On May 28, 2025, Anna Zhang and Ribbon’s tax advisor participated in a follow-up conference call with DRC’s management, financial advisor, and legal counsel focused on the proposed transaction structure, cross-border tax considerations, and the timing of the execution of the definitive merger agreement and related documentation.

On June 16, 2025, Celine circulated an initial draft of the BCA to the Ribbon team for internal review. On that same day, Celine circulated preliminary drafts of key transaction documents, including a working group list, transaction signing checklist, transaction step plan based on the proposed transaction and a customary list of Ancillary Agreements.

On June 16, 2025, Alliance Global Partners scheduled recurring weekly working group meetings to be held every Tuesday evening (Eastern Time), and the parties targeted early August 2025 as the anticipated signing date of the BCA and transaction documents. As the diligence and documentation process progressed, Celine sent a supplemental due diligence request list to DRC on June 20, 2025.

On June 25, 2025, King Kee Appraisal and Advisory Limited (King Kee”) presented its fairness opinion to the board of directors of Ribbon, concluding that the proposed transaction with DRC was fair from a financial point of view to Ribbon’s shareholders. Based on its prior evaluation and the fairness opinion rendered by King Kee, Ribbon determined the final valuation of DRC to be approximately $350 million, which was consistent with the preliminary valuation previously established.

By June 20, 2025, DRC’s counsel, KPMG, provided comments on the Ancillary Agreements and BCA. Later that day, Celine and Anna Zhang had a conference call to discuss open items and signing logistics, including exchanging signature pages to the transaction documents.

The drafting process continued over the following days. On June 26, 2025, Anna Zhou and Celine held an internal meeting to discuss key terms of the BCA and review KPMG’s comments to the BCA.

On June 28, 2025, Celine sent an updated draft of the BCA, and the parties reached final agreement on the Ancillary Agreement and BCA. Celine also circulated an initial draft of the press release drafted to announce the signing of the BCA. KPMG returned comments on the draft press release that same day.

On June 28, 2025, Celine circulated written consents in lieu of a meeting to the boards of directors of Ribbon, enclosing all definitive and ancillary transaction documents. Throughout the day, representatives of Ribbon, Celine, KPMG, and DRC held multiple calls and virtual meetings to finalize the transaction documentation. That evening, Celine circulated the final version of the BCA, which was approved by all parties.

On June 30, 2025, King Kee delivered its final version of its fairness opinion to the board of directors of Ribbon, concluding that the transaction was deemed fair to the shareholders of Ribbon. On that same date, the parties executed the BCA and exchanged signature pages, officially entering into the Business Combination. On June 20, 2025 day, a press release was issued announcing the signing of the BCA. On July 1, 2025, the Current Report on Form 8-K regarding the transaction was filed.

Opinion of King Kee, as Fairness Opinion Provider to the Ribbon Board

Ribbon retained King Kee to render an opinion to the Ribbon Board as to the fairness, from a financial point of view to Ribbon and to the shareholders of the Total Consideration (as defined below) to be issued or paid to such shareholders in the Business Combination. For the purposes of this section, “Transaction Consideration” means the Ribbon Class A Ordinary Shares to be issued in exchange for the Pubco Common Stocks and Rights at the Merger Effective Time. During the past two years, there has not been any material relationship, nor is one mutually understood to be contemplated, between Ribbon, the Sponsor, or their respective affiliates and King Kee and its affiliates, and no compensation has been received or is to be received as a result of either King Kee’s engagement by Ribbon or any relationship between Ribbon, the Sponsor, or their respective affiliates and King Kee and its affiliates. No instructions were received from, nor were limitations imposed by Ribbon or its Sponsor to King Kee in rendering their Fairness Opinion.

Ribbon selected King Kee to provide a fairness opinion based on King Kee’ qualifications, experience and reputation. King Kee delivered its initial fairness opinion to the Ribbon Board, subsequently confirmed in writing on June 26, 2025, 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 fairness opinion, which is attached to this proxy statement/prospectus as Annex G and is hereby incorporated by reference. The fairness opinion confirmed that, as of June 26, 2025, the Transaction Consideration to be issued or paid to the shareholders of DRC is fair from a financial point of view to Ribbon and the shareholders of Ribbon. The fairness 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.

The full text of the written opinion of King Kee delivered to the Ribbon Board, dated June 26, 2025, is attached as Annex G and incorporated by reference into this proxy statement/prospectus in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by King Kee in rendering its opinion. Ribbon Shareholders are urged to, and should, read the opinion carefully and in its entirety. King Kee’ opinion was directed to the Ribbon Board and addressed only the fairness from a financial point of view to the Public Shareholders, as of the date of the opinion, of the aggregate consideration to be paid by Ribbon pursuant to the Business Combination Agreement. King Kee’ opinion did not address any other aspect or implications of the Business Combination and does not constitute an opinion, advice or recommendation as to how any Ribbon Shareholders should vote on any proposals presented to them. In addition, King Kee’ opinion did not in any manner address the prices at which the Ribbon common stock would trade following the consummation of the Business Combination or at any time. The summary of King Kee’ opinion set forth in this proxy statement/prospectus is qualified in its entirety by reference to the full text of King Kee’ written opinion attached as Annex G hereto.

In connection with its analyses in rendering the Opinion, King Kee, among other things:

•        Reviewed the financial terms and conditions of the proposed Business Combination set forth in the draft Business Combination Agreement circulated on June 20, 2025;

•        Reviewed certain operating and financial information, that were provided to King Kee by management of DRC;

•        Performed valuation analyses of the 100% equity value of DRC utilizing the income approach (specifically, a discounted cash flow analysis) and the market approach;

•        Reviewed other publicly available industry information (i.e., various equity analyst reports, macroeconomic reports, and public information about guideline companies), available from databases such as S&P Capital IQ; and

•        Engaged in confirmatory discussions with Ribbon and DRC regarding the DRC’s business and key assumptions and risks associated with the DRC’s business plans.

For purposes of its analysis and the Opinion, King Kee assumed and relied upon the accuracy and completeness of the financial and other publicly available information, and all of the information supplied or otherwise made available to, discussed with or reviewed by King Kee, without any independent verification of such information (and

assumed no responsibility or liability for any independent verification of such information) and further relied upon the assurances of Ribbon management that they were not aware of any facts or circumstances that would make such information provided to King Kee inaccurate or misleading.

For purposes of its analysis and the fairness opinion, King Kee assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Business Combination Agreement were true and correct, that each party would perform all of the covenants and agreements required to be performed by it under the Business Combination Agreement and that all conditions to the consummation of the Business Combination would be satisfied without waiver or modification thereof. King Kee further assumed, in all respects material to its analysis, that all governmental, regulatory, or other consents, approvals or releases necessary for the consummation of the Business Combination would be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the consummation of the Business Combination or reduce the contemplated benefits to the holders of Ribbon Class A Ordinary Shares.

King Kee did not, in connection with the fairness opinion, conduct any physical inspection of properties or facilities associated with DRC. The fairness opinion is necessarily based upon information made available to King Kee as of June 20, 2025, and financial, economic, market, and other conditions as they existed and as could be evaluated as of that date and does not reflect any subsequent developments. King Kee does not have any obligation to update, revise or reaffirm the fairness opinion.

King Kee was not asked to opine on, and the fairness opinion does not express any views on, (i) any other terms of the Business Combination (except as expressly addressed herein), (ii) Ribbon’s underlying business decision to proceed with or effect the Business Combination, (iii) the merits of the Business Combination relative to any alternative transaction or business strategy that may be available to Ribbon, (iv) the amount or nature of the compensation to any officer, director or employee, or any class of such persons, relative to the compensation to be received by the holders of any class of securities, creditors or other constituencies of Ribbon or the DRC in the Business Combination, or relative to or in comparison with the Total Consideration paid to shareholders of Ribbon, (v) the fairness of the Business Combination to any particular group or class of securities, creditors, or other constituencies of Ribbon, other than those set forth in the Opinion or (vi) the solvency, creditworthiness or fair value of DRC or any other participant in the Business Combination under any applicable laws relating to bankruptcy, insolvency or similar matters.

Set forth below is a summary of the material financial analyses carried out by King Kee, in connection with King Kee rendering the Opinion. The following summary, however, does not purport to be a complete description of the analyses performed by King Kee. The order of the analyses described, and the results of these analyses do not represent relative importance or weight given to these analyses by King Kee. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before June 26, 2025 and is not necessarily indicative of current market conditions.

Summary of King Kee’s Financial Analysis of DRC

In arriving at the assessed value, King Kee have considered three generally accepted approaches, namely, market approach, cost approach and income approach

Market Approach considers prices recently paid for similar assets, with adjustments made to market prices to reflect condition and utility of the appraised assets relative to the market comparative. Assets for which there is an established secondary market may be valued by this approach. Benefits of using this approach include its simplicity, clarity, speed and the need for few or no assumptions. It also introduces objectivity in application as publicly available inputs are used. However, one has to be wary of the hidden assumptions in those inputs as there are inherent assumptions on the value of those comparable assets. It is also difficult to find comparable assets. Furthermore, this approach relies exclusively on the efficient market hypothesis.

Cost Approach considers the cost to reproduce or replace in new condition the assets appraised in accordance with current market prices for similar assets, with allowance for accrued depreciation or obsolescence present, whether arising from physical, functional or economic causes. The cost approach generally furnishes the most reliable indication of value for assets without a known secondary market. Despite the simplicity and transparency of this approach, it does not directly incorporate information about the economic benefits contributed by the subject asset.

Income Approach is the conversion of expected periodic benefits of ownership into an indication of value. It is based on the principle that an informed buyer would pay no more for the project than an amount equal to the present worth of anticipated future benefits (income) from the same or a substantially similar project with a similar risk profile. This approach allows for the prospective valuation of future profits and there are numerous empirical and theoretical justifications for the present value of expected future cash flows. However, this approach relies on numerous assumptions over a long-time horizon and the result may be very sensitive to certain inputs. It also presents a single scenario only.

King Kee believes the cost approach is inappropriate for valuing the 100% equity value of DRC. The cost approach does not directly incorporate information about the economic benefits contributed by equity value of DRC. We have therefore relied on the income approach in determining our opinion of value, and performed market approach to cross-check the value.

The application of an income approach technique is known as discounted cash flow method to develop the future value of the business into a present market value. This method eliminates the discrepancy in time value of money by using a discount rate to reflect all business risks including intrinsic and extrinsic uncertainties in relation to the business. Under this method, the result depends on the present worth of future economic benefits to be derived from the projected service income. Indications of the result have been developed by discounting projected future net cash flows available for payment of shareholders’ interest to their present worth at discount rates which in King Kee’s opinion are appropriate for the risks of the business. In considering the appropriate discount rate to be applied, King Kee has taken into account a number of factors including the current cost of finance and the considered risk inherent in the business.

The Market Approach considers prices recently paid for similar assets, with adjustments made to market prices to reflect condition and utility of the appraised assets relative to the market comparative. Assets for which there is an established secondary market may be valued by this approach. Benefits of using this approach include its simplicity, clarity, speed and the need for few or no assumptions. It also introduces objectivity in application as publicly available inputs are used. King Kee also applied this method to cross check the result under income approach.

Major Assumptions

Assumptions considered to have significant sensitivity effects in this analysis have been evaluated in order to provide a more accurate and reasonable basis for arriving at our assessed value, the following key assumptions have been made:

The facilities and systems proposed are assumed to be sufficient for future expansion in order to realize the growth potential of the business and maintain a competitive edge.

There will be no material change in the existing political, legal, technological, fiscal or economic conditions, which might adversely affect the business of DRC.

The projected business performance can be achieved with the effort of the management of DRC.

The financial and operational information provided to us by DRC is true and accurate.

There are no hidden or unexpected conditions associated with the assets valued that might adversely affect the reported value. Further, we assume no responsibility for changes in market conditions after the date of the transaction.

The information and other material (financial and otherwise) provided orally by, or in the presence of, an officer of DRC or in writing by DRC, or its agents to King Kee relating to DRC or any of its respective subsidiaries or the transaction for the purpose of preparing the fairness opinion was, at the date such information was provided to King Kee, is complete, true and correct in all material respects, and did not and does not contain any untrue statement of a material fact in respect of DRC, its subsidiaries or the transaction and did not and does not omit to state a material fact in respect of DRC, its subsidiaries or the transaction necessary to make such information not misleading in light of the circumstances under which it was made or provided.

Since the dates on which information was provided to King Kee by DRC, except as subsequently disclosed in writing to King Kee or in a public filing with securities regulatory authorities, there has been no material change, financial or otherwise, in the financial condition, assets, liabilities (contingent or otherwise), business, operations or prospects of DRC or any of its subsidiaries and no material change has occurred which would have or which would reasonably be expected to have a material effect on this fairness opinion.

There will be no material change in the financial condition of DRC as at the date of the Merger Agreement from that as indicated by the latest historical financial statements provided to King Kee.

Further, in preparing this fairness opinion, in addition to the facts and conclusions contained in the information, the completion of the transaction is subject to a number of conditions outside the control of Ribbon and DRC, and King Kee has assumed all conditions precedent to the completion of the transaction can be satisfied in due course and all consents, permissions, exemptions or orders of relevant regulatory authorities will be obtained, without adverse conditions or qualification.

The fairness opinion is limited to the fairness, from a financial point of view, of the transaction to Ribbon’s public shareholders and King Kee expresses no opinion as to any alternative transaction. King Kee expresses no opinion as to the fairness of the transaction relative to the consideration offered under any proposed alternative transaction. This fairness opinion does not constitute a recommendation to any shareholder of Ribbon as to how such shareholder should vote with respect to the transaction. Furthermore, King Kee has not been asked to address, and this fairness opinion does not address, the fairness of the transaction to the holders of any class of securities of Ribbon other than the holders of Ribbon‘s securities.

The fairness opinion valuation result is calculated by key assumptions of the DRC’s forecast provided by DRC management as below:

Revenue

DRC was founded in 2007 and is located in Shinjuku ku, Tokyo, Japan. DRC has a unique protein breakdown technology called “Hydro silver titanium®” (“HAT”). This is a catalytic substance that can break down proteins into harmless substances such as water, carbon dioxide, nitrogen, etc. This technology can also work in the absence of light and is effective against small molecule proteins such as viruses, bacteria, pollen, and mite proteins. Currently, DRC’s income is generated from 1) miscellaneous goods — collaborating with various enterprises to develop products that utilize HAT technology, such as towels, handkerchiefs, socks, slippers, coatings, etc. 2) income from patent royalties; 3) income from sales of raw materials.

With the current pipelines research and development progress, for the projection, DRC’s income will shift to the 2 main pipelines: 1) medical devices — seasonal and perennial allergic rhinitis mask; 2) In Vitro Diagnostics — AI Infectious disease and Allergen detection app. Moreover, DRC is also planning an acquisition of pharmaceuticals business, namely a radical ATP treatment for Parkinson’s disease and Dementia. DRC plans to finish the acquisition and conduct Phase III clinical trials in Japan and the United States. As the acquisition is still in process, the forecast will not include the pharmaceuticals business.

The research and release timeline of the DRC’s pipelines is shown below:

____________

*        NDA stands for New Drug Application

According to DRC management information, the revenue projection is shown as below:

The revenue forecast is based on the following:

Medical devices

The medical devices business is an extension of the current miscellaneous goods business. Once DRC’s mask products are approved as a medical device, DRC will be able to extensively promote its efficacy for seasonal allergic rhinitis, differentiating from other miscellaneous masks. The sales volume will be expanded centered on sales through hospitals and clinics.

In Vitro diagnostics

According to a report by Data Bridge Market Research, the global allergen testing market is expected to grow at a rate of 7.43% between 2021 and 2028. It is expected that by 2030, the allergen testing market in Japan will continue to maintain a high growth rate.

DRC’s forecast is based on the market size of Japanese allergen detection testing expenses and infectious disease detection testing expenses. The expected user pricing is in the range of US$0.714 for AI Allergen Detection to US$3.50 for AI Infectious Disease Detection. DRC expects the revenue mix for In Vitro diagnostics to be 80% from AI allergen detection and 20% from AI Infectious disease detection.

Miscellaneous goods and royalties are expected to be maintained at a stable volume in the projection and end sales after the launch of above products.

Costs of Goods Sold (“COGS”)

The COGS forecast is based on the following:

Medical devices

Benefiting from being approved as medical devices, the COGS/revenue ratio will be lower than miscellaneous goods, in line with the higher selling price of medical devices.

The COGS/revenue ratio of mask production with patented technology in the industry is approximately 15% – 45%. DRC management assumes the 40% COGS/revenue ratio is within the industry level.

In Vitro diagnostics

The median COGS/revenue ratio of comparable companies engaged in traditional testing in the industry is around 59%. DRC management assumes the 30% COGS/revenue ratio in the projection as the AI testing will increase gross profit margin and reduce cost to income ratio.

Miscellaneous goods COGS/revenue ratio is conservatively expected to slightly decrease compared to historical periods.

Operating Expenses

The operating expenses for the explicit forecast horizon are projected as below. The 28%-46% of operating expenses will be used in research and development expenses, during FY2026 to FY2029. After 2030, pipelines will gradually be completed, and the management expects that operating expenses growth rate will gradually decrease and eventually increase at terminal growth rate.

Income Taxes

The income taxes are projected as below:

Capital expenditure (“Capex”)

The Capex and depreciation and amortization expenses (“D&A”) are projected as below, assuming that with the progress of new pipeline research and development, the Capex will be invested in purchasing of certain research and development equipment.

Working Capital

The working capital for the explicit forecast horizon is projected as below:

Discount Rate

In applying the discounted cash flow method, it is necessary to determine an appropriate discount rate for the assets under review. The discount rate represents an estimate of the rate of return required by a third-party investor for an investment of this type. The rate of return expected from an investment by an investor relates to perceived risk. Risk factors relevant in our selection of an appropriate discount rate include:

•        Interest rate risk, which measures variability of returns, caused by changes in the general level of interest rates.

•        Purchasing power risk, which measures loss of purchasing power over time due to inflation.

•        Liquidity risk, which measures the ease with which an instrument can be sold at the prevailing market price.

•        Market risk, which measures the effects of the general market on the price behavior of securities.

•        Business risk, which measures the uncertainty inherent in projections of operating income.

•        Exchange rate, which measures the possible influence that changes in exchange rates, might have on the value of the investment.

Consideration of risk also involves elements such as quality of management, degree of liquidity, and other factors affecting the rate of return acceptable to a given investor in a specific investment. An adjustment for risk is an increment added to a base rate to compensate for the extent of risk believed to be involved in the investment.

Required Return on Equity Capital

The return on equity required of a company represents the total rate of return investors expect to earn, through a combination of dividends and capital appreciation, as a reward for risk taking. The Capital Asset Pricing Model (“CAPM”) is used to calculate the required rate of return on equity investment by using publicly-traded companies.

The CAPM is a fundamental tenet of modern portfolio theory which has been generally accepted basis for marketplace valuations of equity capital. The CAPM technique is widely accepted in the investment and financial analysis communities for the purpose of estimating a company’s required return on equity capital.

The equation of CAPM is shown as follows:

Expected Required Return on Equity= Rf + ß * ERP + α

Where:

Rf = current return from risk-free investments (In ZGSY Asset Group valuation, we exclude inflation factor in Rf because we applied a real model)

ERP= equity risk premium, being the average risk premium above the risk-free rate that a “market” portfolio of assets is earning

ß= the beta factor, being the measure of the systematic risk of a particular asset relative to the risk of a portfolio of all risky assets

α = additional risk factor (alpha)

Parameters for Cost of Equity

In determining the equity discount rate range for DRC, the following parameters have been used. King Kee applied a 0% – 1% company specific premium range and the calculated discount rate range 9.5% – 10.5% to conclude a range of 100% equity value result.

and factors more or less weight than others and may have deemed certain assumptions more or less probable than others. As a result, the range of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of King Kee with respect to the actual value of the potential future value of DRC. Further, King Kee’ analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Ribbon, DRC, or their respective officers, managers and advisors.

Ribbon retained King Kee to render an opinion to the Ribbon Board as to the fairness, from a financial point of view to Ribbon and to the shareholders of Ribbon of the Transaction Consideration to be issued or paid to such shareholders in the Business Combination. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. The results, information and estimates contained in these analyses are not intended to be, and should not be interpreted or construed as, indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Furthermore, King Kee’ analysis is dependent entirely on information, that was provided to King Kee by DRC, without independent verification by King Kee. Illustrative information, business plans, prospects and other information that was used in, and the results derived from, King Kee’ analyses are inherently subject to substantial uncertainty, and King Kee assumes no responsibility if future results are materially different from those forecasted in such estimates.

Fees and Expenses

As compensation for King Kee’ service in connection with the rendering the fairness opinion to the Ribbon Board, Ribbon agreed to pay King Kee a fee of $70,000.

Ribbon Board’s Reasons for the Approval of the Business Combination

The Ribbon Board considered a variety of factors in connection with its evaluation of the Business Combination. In light of the number and complexity of those factors, the Ribbon Board, as a whole, did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Additionally, individual directors may have given different weight to different factors. The Ribbon Board viewed its decision as being a business judgment that was based on all of the information available and the factors presented to and considered by it. This explanation of Ribbon’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Statement Regarding “Forward-Looking Statements.”

The Ribbon Board, before reaching its unanimous decision to recommend the Business Combination to the Ribbon Shareholders, reviewed in detail information and analyses provided to the Ribbon Board by Ribbon management and advisors engaged by Ribbon. In reaching its decision, Ribbon considered a range of strategic, financial, and operational factors. Chief among these was the alignment of DRC’s business with a targeted sector focus, which Ribbon believed was scalable and tangible. Ribbon believed that DRC operates within a segment of the healthcare and biotechnology industry that complements Ribbon’s platform and long-term strategic objectives.

Ribbon also believed DRC demonstrated the ability to generate consistent revenue and cash flow, which Ribbon viewed as indicative of both financial stability and the potential to support growth initiatives following the combination. This operational performance, combined with DRC’s robust business model, contributed to the Ribbon’s view that the proposed transaction would create a solid foundation for a combined company with sustainable long-term prospects.

In addition, Ribbon placed weight on DRC’s expressed willingness and preparedness to cooperate with Ribbon throughout the transaction process. Ribbon considered DRC’s responsiveness during due diligence, its timely provision of financial and operational information, and its readiness to address questions and requests from Ribbon’s management and advisors. This demonstrated cooperation provided the Board with confidence that the Business Combination could be completed within the expected timeframe, which was important given the planned filing of the Registration Statement on Form S-4 and related SEC timelines.

Ribbon weighed a number of challenges and risks, including cultural and language differences affecting transaction execution, post-closing liquidity and listing compliance, budget constraints during the extension period, and uncertainties related to regulatory approvals, clinical trial outcomes and reimbursement for DRC’s products.

Ribbon also considered the advice and analyses provided by Ribbon’s legal and financial advisors, including independent evaluations of the strategic rationale, potential synergies, valuation, and risks associated with the proposed transaction. After careful deliberation of these factors, the Ribbon Board concluded that proceeding with the Business Combination was in the best interests of Ribbon and its stockholders, reflecting both the strategic fit of DRC and Ribbon’s confidence in the ability to execute the transaction successfully. Additionally, the Ribbon Board obtained a fairness opinion from King Kee.

DRC’s Consideration of Strategic Alternatives and Decision to Pursue a De-SPAC Transaction

Prior to entering into the Business Combination Agreement, DRC’s management and board of directors periodically evaluated various strategic and financing alternatives to support DRC’s growth plans and potential access to the public capital markets. These alternatives included remaining a privately held company and pursuing additional private equity or venture capital financings, conducting a traditional initial public offering (“IPO”) of DRC’s equity securities, pursuing strategic partnerships or business combinations with industry participants, or entering into a business combination with a special purpose acquisition company.

In evaluating a potential traditional IPO, DRC’s management and board considered, among other factors, prevailing market conditions for life sciences and medical technology companies, the potential volatility of the IPO market, the uncertainty associated with the book-building process and resulting valuation, and the time and costs required to prepare for and execute a stand-alone IPO transaction. DRC’s board also considered that a traditional IPO would not involve a strategic transaction with an established public-company partner.

DRC also considered remaining private and raising additional capital through private financings, as well as pursuing strategic alternatives such as joint ventures, licensing arrangements or a potential sale of the company. While these alternatives could potentially provide capital or strategic benefits, DRC’s board believed that they would not provide the same combination of potential access to the public capital markets, enhanced visibility with potential partners and customers, and the ability to use publicly traded equity as acquisition currency that a business combination with a special purpose acquisition company could provide.

After considering these alternatives, DRC’s board of directors determined that a business combination with Ribbon represented the most attractive available opportunity to achieve DRC’s strategic objectives. In reaching this conclusion, the board considered, among other factors: (i) the opportunity to become a publicly listed company within a defined transaction timeline, (ii) the ability to negotiate the valuation and structure of the transaction with Ribbon rather than relying solely on market-driven pricing through an IPO process, (iii) the anticipated proceeds from the transaction, subject to shareholder redemptions, which could support DRC’s product development and commercialization plans, and (iv) the experience and background of Ribbon’s management team and sponsor. Based on these considerations, the board determined that the proposed business combination with Ribbon was preferable to pursuing a traditional IPO or other strategic alternatives at that time.

Satisfaction of 80% Test

Pursuant to the Nasdaq listing rules, any business acquired by Ribbon have a fair market value equal to at least 80% of the balance of the funds in the trust account at the time of the execution of a definitive agreement for an initial business combination. Based on the financial analysis of DRC generally used to approve the transaction, Ribbon Board determined that this requirement was met. Ribbon Board determined that the consideration being paid in the Business Combination, which amount was negotiated at arms-length, was fair to and in the best interests of Ribbon and its shareholders and appropriately reflected DRC’s value. Ribbon Board considered all of the factors described above and the fact that the Aggregate Consideration to be paid by Ribbon was the result of arm’s length negotiations with DRC. As a result, Ribbon Board concluded that the fair market value of the business acquired was in excess of 80% of the assets held in the Trust Account. In addition, Ribbon board also considered the opinion provided by King Kee to the effect that, as of the date of such opinion and based upon and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth therein, DRC had a fair market value equal to at least 80% of the net assets of the Trust Account.

Redemption Rights

In connection with a business combination, public shareholders will have the right to convert their shares into an amount equal to (1) the number of public shares being converted by such public holder divided by the total number of public shares multiplied by (2) the amount then in the trust account (initially $10.00 per share or 100.0% of the gross proceeds from this offering), which includes the deferred underwriting discounts and commissions plus a pro rata portion of any interest earned on the funds held in the trust account less any amounts necessary to pay our taxes. At any meeting called to approve an initial business combination, public shareholders may elect to convert their shares regardless of whether or not they vote to approve the business combination or abstain from voting.

Whether Ribbon elects to effectuate our initial business combination via shareholder vote or tender offer, we may require public shareholders wishing to exercise redemption rights, whether they are a record holder or hold their shares in “street name,” to either tender the certificates they are seeking to convert to our transfer agent or to deliver the shares they are seeking to convert to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the business combination. There is a nominal 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 the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting holder. The foregoing is different from the procedures used by traditional blank check companies. In order to perfect redemption rights in connection with their business combinations, many traditional blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise its redemption rights. After the business combination was approved, the company would contact such shareholder to arrange for it to deliver its certificate to verify ownership. As a result, the shareholder then had an “option window” after the consummation of the business combination during which it could monitor the price of the company’s stock in the market. If the price rose above the conversion price, it could sell its shares in the open market before actually delivering his shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the shareholder meeting, would become an “option” right surviving past the consummation of the business combination until the converting holder delivered its certificate. The requirement for physical or electronic delivery prior to the closing of the shareholder meeting ensures that a holder’s election to convert is irrevocable once the business combination is completed.

Pursuant to Ribbon’s amended and restated memorandum and articles of association Ribbon is required to give a minimum of only five days’ notice for each general meeting. As a result, if Ribbon requires public shareholders who wish to convert their Ordinary Shares into the right to receive a pro rata portion of the funds in the Trust Account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities when they otherwise would not want to.

Material U.S. Federal Income Tax Consequences of the Business Combination to Ribbon Shareholders

The following summary is a discussion of material U.S. federal income tax considerations, with respect to U.S. holders of Ribbon Ordinary Shares or Ribbon Rights, of the Domestication, the exercise of redemption rights and the Merger and with respect to non-U.S. holders (as defined below) the ownership and disposition of Pubco Common Stock and Pubco Rights after the Domestication and Merger. This section applies only to holders that hold their Ribbon Ordinary Shares, Ribbon Rights or Pubco Common Stock, and Pubco Rights as capital assets for U.S. federal income tax purposes (generally, property held for investment) and does not address the Sponsor or its affiliates, representatives, employees or other stakeholders.

This section is general in nature and does not discuss all aspects of U.S. federal income taxation that might be relevant to a particular holder in light of such holder’s circumstances or status, nor does it address tax considerations applicable to a holder subject to special rules, including:

•        financial institutions or financial services entities;

•        broker-dealers;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        dealers or traders subject to a mark-to-market method of tax accounting with respect to Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights;

•        persons holding Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights as part of a “straddle,” hedge, integrated transaction or similar transaction, or persons deemed to sell Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights under constructive sale provisions of the Code;

•        U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•        partnerships or other pass-through entities for U.S. federal income tax purposes or beneficial owners in such entities;

•        holders who are controlled foreign corporations or PFICs;

•        regulated investment companies;

•        real estate investment trusts;

•        persons who acquired Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights through the exercise or cancellation of employee stock options or otherwise as compensation for their services;

•        persons owning (directly, indirectly, or constructively) 10% or more of the total combined voting power of all classes of stock entitled to vote of, or 10% or more of the total value of all classes of shares of, the Ribbon or Pubco, except to the extent otherwise discussed herein;

•        U.S. holders that hold their Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights through a non-U.S. broker or other non-U.S. intermediary;

•        U.S. expatriates or former long-term residents of the United States;

•        persons that are subject to “applicable financial statement rules” under Section 451(b) of the Code;

•        individual retirement or other tax-deferred accounts; or

•        tax-exempt entities.

If a partnership (or any entity or arrangement so characterized for U.S. federal income tax purposes) holds Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner and the activities of the partnership. Partnerships holding any Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences of the Domestication, an exercise of redemption rights and the Merger to them.

This discussion is based on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury Regulations all as of the date hereof, changes to any of which subsequent to the date of this proxy statement/prospectus may affect the tax consequences described herein (possibly with retroactive effect).

This discussion does not take into account proposed changes in such tax laws and does not address any aspect of state, local or foreign taxation, or any U.S. federal taxes other than income taxes (such as estate or gift tax consequences, the alternative minimum tax or the Medicare tax on investment income). Each of the foregoing is subject to change, possibly with retroactive effect. You should consult your tax advisors with respect to the application of U.S. federal tax laws to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.

We have not and do not intend to seek any rulings from the U.S. Internal Revenue Service (the “IRS”) regarding the Domestication, an exercise of redemption rights, the Merger, or any other matters discussed herein. There can be no assurance that the IRS will not take positions concerning the tax consequences of the transactions that are inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THE FOLLOWING IS FOR INFORMATIONAL PURPOSES ONLY. ALL SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE DOMESTICATION, AN EXERCISE OF REDEMPTION RIGHTS AND THE MERGER, INCLUDING THE EFFECTS OF U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS.

U.S. Holders

This section applies to you if you are a “U.S. holder.” A U.S. holder is a beneficial owner of Ribbon Ordinary Shares, Ribbon Rights, Pubco Common Stock or Pubco Rights that is, for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) under the laws of the United States, any state thereof or the District of Columbia;

•        an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

•        a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has validly elected to be treated as a United States person.

Consequences of the Domestication to U.S. Holders — F Reorganization

The U.S. federal income tax consequences of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.

Under Section 368(a)(1)(F) of the Code, a reorganization (an “F Reorganization”) is a “mere change in identity, form or place of organization of one corporation, however effected.” Pursuant to the Domestication, the Ribbon will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, after the Domestication will change its name to [    ]

The Domestication will qualify as an F Reorganization for U.S. federal income tax purposes. Based upon customary assumptions, as well as certain representations made by, and covenants and undertakings of, the Ribbon, it is the opinion of Celine & Partners PLLC that the Domestication will qualify as a “reorganization” within the meaning of Section 368(a)(1)(F) of the Code. However, the completion of the Domestication is not conditioned upon the receipt of an opinion of counsel regarding the U.S. federal income tax consequences of the Domestication, and none of the parties to the Merger intend to request a ruling from the IRS regarding the U.S. federal income tax consequences of the Domestication. If any of the facts, assumptions, representations, covenants or undertakings by the Ribbon are incorrect, incomplete or inaccurate or are violated, the accuracy of the opinion may be affected and the U.S. federal income tax consequences of the Domestication could differ from those described herein. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a statutory conversion of a corporation holding only investment-type assets such as the Ribbon, including whether such a conversion is viewed for U.S. federal income tax purposes as a transaction involving two or more “investment companies” (for which tax-deferred “reorganization” treatment would not be available), this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position.

U.S. holders will not recognize taxable gain or loss on the Domestication for U.S. federal income tax purposes, except as provided below under the caption headings “— Effect of Section 367 of the Code to U.S. Holders” and “— PFIC Considerations — Effect of PFIC Rules on the Domestication”, and the Domestication will be treated for U.S. federal income tax purposes as if the Ribbon (i) transferred all of its assets and liabilities to the Surviving Company in exchange for all of the outstanding common stock and rights of the Surviving Company; and (ii) then distributed the common stock and rights of the Surviving Company to the shareholders and rights holders of the Ribbon in liquidation of the Ribbon. The taxable year of the Ribbon will be deemed to end on the date of the Domestication.

As the Domestication will qualify as an F Reorganization: (i) the tax basis of a share of Pubco Common Stock or Pubco Rights received by a U.S. holder in the Domestication will equal the U.S. holder’s adjusted tax basis in the Ribbon Ordinary Shares or Ribbon Rights, as the case may be, surrendered in exchange therefor, increased by any amount included in the income of such U.S. holder as a result of Section 367 of the Code (as discussed below) and (ii) the holding period for a share of Pubco Common Stock or Pubco Rights received by a U.S. holder will include such U.S. holder’s holding period for the Ribbon Ordinary Shares or Ribbon Rights surrendered in exchange therefor.

In the event the Domestication fails to qualify as an F Reorganization, a U.S. holder would recognize gain or loss with respect to its Ribbon Ordinary Shares or Ribbon Rights in an amount equal to the difference between the fair market value of the shares of Pubco Common Stock or Pubco Rights received in the Domestication and the U.S. holder’s adjusted tax basis in its Ribbon Ordinary Shares or Ribbon Rights surrendered in the Domestication. In such event, such U.S. holder’s basis in the shares of Pubco Common Stock or Pubco Rights would be equal to their fair market value on the date of the Domestication, and such U.S. holder’s holding period for such shares of Pubco Common Stock or Pubco Rights would begin on the day following the date of the Domestication. Shareholders who hold different blocks of Ribbon Ordinary Shares or Ribbon Rights (generally, ordinary shares and rights of the Ribbon purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Because the Domestication will occur prior to the redemption of U.S. holders that exercise redemption rights, U.S. holders exercising such redemption rights will be subject to the potential tax consequences of the Domestication.

ALL U.S. HOLDERS CONSIDERING EXERCISING REDEMPTION RIGHTS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE POTENTIAL TAX CONSEQUENCES OF THE DOMESTICATION AND AN EXERCISE OF REDEMPTION RIGHTS TO THEM.

Effect of Section 367 of the Code to U.S. Holders

Section 367 of the Code applies to certain non-recognition transactions involving foreign corporations, including a domestication of a foreign corporation in an F Reorganization. Section 367 of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code will apply to U.S. holders of Ribbon Ordinary Shares on the date of the Domestication. Because the Domestication will occur immediately prior to the redemption of holders that exercise redemption rights, U.S. holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as a result of the Domestication.

U.S. Holders That Own Ribbon Ordinary Shares with a Fair Market Value of $50,000 or More And Less Than 10 Percent of the Ribbon Ordinary Shares

Subject to the discussion under “— PFIC Considerations” below, any U.S. holder who, on the date of the Domestication, beneficially owns (directly, indirectly, or constructively, including as a result of applicable attribution rules) Ribbon Ordinary Shares with a fair market value of $50,000 or more but less than 10% of the total combined voting power of all classes of Ribbon Ordinary Shares entitled to vote and less than 10% of the total value of all classes of Ribbon Ordinary Shares will recognize gain (but not loss) with respect to the common stock received in the Domestication unless such holder elects to recognize the “all earnings and profits” amount attributable to such holder as described below. Any such gain would be equal to the excess of the fair market value of such common stock received over the U.S. holder’s adjusted tax basis in the Ribbon Ordinary Shares deemed to be surrendered in exchange therefor. Subject to the PFIC rules discussed below, such gain would be capital gain and should be long-term capital gain if the U.S. holder held the Ribbon Ordinary Shares for longer than one year. A U.S. holder’s ownership of Ribbon Rights will be taken into account in determining such U.S. holder’s percentage ownership of Ribbon Ordinary Shares. Complex attribution rules apply in determining whether a U.S. holder owns 10% or more of the total combined voting power of all classes of our ordinary shares entitled to vote or owns 10% or more of the total value of all classes of our ordinary shares. All U.S. holders are urged to consult their tax advisors with respect to those attribution rules.

In lieu of recognizing any gain as described in the preceding paragraph, such a U.S. holder may instead elect to include in income all earnings and profits amount attributable to its Ribbon Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and must include, among other things:

•        a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

•        a complete description of the Domestication;

•        a description of any stock, securities or other consideration transferred or received in the Domestication;

•        a statement describing the amounts required to be taken into account for U.S. federal income tax purposes as income or as an adjustment to basis, earnings and profits or other tax attributes;

•        a statement that the U.S. holder is making the election that includes (A) a copy of the information that the U.S. holder received from the Ribbon (or Pubco) establishing and substantiating the U.S. holder’s all earnings and profits amount with respect to the U.S. holder’s Ribbon Ordinary Shares, and (B) a representation that the U.S. holder has notified the Ribbon (or Pubco) that the U.S. holder is making the election; and

•        certain other information required to be furnished with the U.S. holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

The election must be attached by the U.S. holder to its timely filed U.S. federal income tax return for the year of the Domestication, and the U.S. holder must send notice of making the election to Surviving Company no later than the date such tax return is filed. In connection with this election, the Ribbon intends to provide each U.S. holder eligible to make such an election with information regarding the Ribbon’s earnings and profits upon request. At the time of the Domestication, the Ribbon expects to have cumulative earnings and profits stemming from interest earned to the Trust Account, the amount of which will be based on prevailing interest rates, and such amounts of earnings and profits may be material.

U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING THE ELECTION DESCRIBED ABOVE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH ELECTION.

U.S. Holders that Own Ribbon Ordinary Shares with a Fair Market Value of Less Than $50,000

Subject to the discussion in “— PFIC Considerations” below, a U.S. holder who, at the time of the Domestication, beneficially owns (or is considered to own) Ribbon Ordinary Shares with a fair market value of less than $50,000 should not be required to recognize any gain or loss under Section 367(b) of the Code in connection with the Domestication, and will not be required to include any part of all earnings and profits amount in income.

Tax Consequences for U.S. Holders of Ribbon Rights

Subject to the considerations described above relating to a U.S. holder’s ownership of Ribbon Rights being taken into account in determining whether such U.S. holder owns less than 10% of the Ribbon Ordinary Shares for purposes of Section 367(b) of the Code, and the discussion in “— PFIC Considerations” below, a U.S. holder of Ribbon Rights should not be subject to U.S. federal income tax with respect to the exchange of Ribbon Rights for Pubco Rights as a result of the Domestication.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE DOMESTICATION TO THEM, INCLUDING WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE.

PFIC Considerations

In addition to Section 367(b) of the Code, the Domestication may be a taxable event to U.S. holders to the extent that Section 1291(f) of the Code applies, if the Ribbon is or ever was a PFIC under Section 1297 of the Code (as discussed further in “PFIC Considerations — Effect of PFIC Rules on the Domestication” below).

General.    A foreign corporation will be a PFIC for U.S. federal income tax purposes with respect to a taxable year of the foreign corporation if either:

•        at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income; or

•        at least 50% of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income.

Passive income includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because Ribbon is a blank check company with no current active business and based upon the composition of its income (i.e., interest) and assets (i.e., cash) and upon a review of its financial statements, Ribbon believes that it is likely classified as a PFIC.

Consequences if a PFIC.    If Ribbon is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of Ribbon Ordinary Shares or Ribbon Rights and, in the case Ribbon Ordinary Shares, such U.S. holder did not make a timely qualified electing fund (“QEF”) election for Ribbon’s first taxable year as a PFIC in which such U.S. holder held (or was deemed to hold) such Ribbon Ordinary Shares (or a QEF election along with a “purging election”) or did not make a timely mark-to-market election as discussed below, then as described below, such U.S. holder will be subject to special rules with respect to: (i) any gain recognized by the U.S. holder on the sale or other disposition of its Ribbon Ordinary Shares or Ribbon Rights; and (ii) any “excess distribution” made to the U.S. holder (generally, any distributions to such U.S. holder during a taxable year of the U.S. holder that are greater than 125% of the average annual distributions received by such U.S. holder in respect of the Ribbon Ordinary Shares during the three preceding taxable years of such U.S. holder or, if shorter, such U.S. holder’s holding period for the Ribbon Ordinary Shares).

Under these rules:

•        the U.S. holder’s gain or excess distribution will be allocated ratably over the U.S. holder’s holding period for the Ribbon Ordinary Shares or Ribbon Rights;

•        the amount of gain allocated to the U.S. holder’s taxable year in which the U.S. holder recognized the gain or received the excess distribution, or to the period in the U.S. holder’s holding period before the first day of the first taxable year in which the Ribbon is a PFIC, will be taxed as ordinary income;

•        the amount of gain allocated to other taxable years (or portions thereof) of the U.S. holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. holder; and

•        the interest charge applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. holder.

Any “all earnings and profits amount” included in income by a U.S. holder as a result of the Domestication under Section 367 of the Code, as discussed above, would be treated as gain subject to these rules.

QEF Election.    In general, if the Ribbon is determined to be a PFIC, a U.S. holder may avoid the PFIC tax consequences described above in respect to its Ribbon Ordinary Shares by making a timely QEF election to include in income its pro rata share of the Ribbon’s net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed (unless an election is made), in each taxable year of the U.S. holder in which or with which the Ribbon’s taxable year ends. The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. holder makes a QEF election by attaching a completed IRS Form 8621 (Information Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a “PFIC Annual Information Statement,” to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances. However, in order

30% applicable to the gross proceeds of a sale or disposition of equity interests. In its preamble to the proposed regulations, the U.S. Treasury stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Similar withholding requirements to the foregoing apply to dividends on and, subject to the proposed regulations, gross proceeds from the sale of, Pubco Common Stock held by an investor that is a non-financial foreign entity unless such entity provides certain information regarding the entity’s “substantial United States owners,” which the applicable withholding agent will in turn be required to provide to the Secretary of the Treasury.

If a dividend payment is both subject to withholding under FATCA and subject to the withholding tax discussed above, the withholding under FATCA may be credited against, and therefore reduce, such other withholding tax. Each non-U.S. holder is urged to consult its tax advisor regarding these rules and whether they may be relevant to such non-U.S. holder’s ownership and disposition of Pubco Common Stock and Pubco Rights.

Foreign entities located in jurisdictions that have entered into intergovernmental agreements with the United States in connection with FATCA may be subject to different rules. All holders are urged to consult with their tax advisors regarding the possible implications of the above rules under, or related to, FATCA on their investment in Pubco Common Stock or Pubco Rights.

Material U.S. Federal Income Tax Consequences of the Business Combination for DRC Shareholders

Anticipated Accounting Treatment

The Business Combination will be treated by Ribbon as a “reverse merger” in accordance with accounting principles generally accepted in the United States of America (“GAAP”). For accounting purposes, DRC is considered to be acquiring Ribbon in this transaction. Therefore, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which DRC is issuing stock for the net assets of Ribbon. The net assets of Ribbon will be stated at historical cost, with no goodwill or other intangible assets recorded. The post-acquisition financial statements of Ribbon will show the combined balances and transactions of Ribbon and DRC as well as comparative financial information of DRC (the acquirer for accounting purposes).

Regulatory Matters

The Merger Agreement and the transactions contemplated by the Merger Agreement are not subject as a closing condition to any additional federal, state or foreign regulatory requirement or approval, except for (i) the expiration or termination of applicable waiting periods (and any extension thereof) under the Hart-Scott-Rodio Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder, and (ii) filings with the registrar of the Cayman Islands necessary to effectuate the transactions contemplated by the Merger Agreement and the respective plans of merger.

Appraisal Rights

Shareholders of Ribbon do not have appraisal rights in connection with the Business Combination under the DGCL.

Vote Required for Approval

The approval of the Business Combination Proposal will require an ordinary resolution under Cayman Islands law, being a resolution passed by the holders of a majority of the Ribbon Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Recommendation of the Board

THE RIBBON BOARD RECOMMENDS THAT THE RIBBON SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

PROPOSALS 4: THE ORGANIZATIONAL DOCUMENTS PROPOSALS

Overview

Assuming each of the condition precedent Proposals, including the Business Combination Proposal, is approved, Ribbon will become domesticated as a corporation under the laws of the State of Delaware and, as a result, replace the second amended and restated memorandum and articles of association with the Proposed Certificate of Incorporation and the Proposed Bylaws, in each case, in accordance with the DGCL. Under the Business Combination Agreement, approval of the Organizational Documents Proposal is a condition to the Closing.

Ribbon is seeking shareholder approval, by special resolution under the Companies Act, of the Organizational Documents Proposal in connection with the replacement of the second amended and restated memorandum and articles of association. The Organizational Documents differ materially from the second amended and restated memorandum and articles of association. The following is a summary of the key changes effected by the Organizational Documents, which summary is qualified in its entirety by reference to the full text of the Proposed Certificate of Incorporation, a copy of which is included as Annex [    ] to this proxy statement/prospectus, and by reference to the full text of the Proposed Bylaws, a copy of which is included as Annex [    ] to this proxy statement/prospectus.

Vote Required for Approval

The approval of the Organizational Documents Proposal will require a special resolution under Cayman Islands law, being a resolution passed by the holders of at least two-thirds of Ribbon’s Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

The Organizational Documents Proposal is conditioned on the approval of each of the above Proposals. Therefore, if any of the above Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by the requisite holders of Ribbon ordinary shares.

Recommendation of the Board

THE RIBBON BOARD UNANIMOUSLY RECOMMENDS THAT RIBBON SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

PROPOSAL 5: THE NASDAQ PROPOSAL

Overview

Pursuant to Rule 5635 of the Nasdaq Listing Rules, stockholder approval is required prior to the sale, issuance or potential issuance of common stock (or securities convertible into or exercisable for common stock), which equals 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance. Additionally, under Rule 5635 of the Nasdaq Listing Rules, stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control of Ribbon.

Upon the consummation of the Business Combination, Ribbon expects to issue an estimated [    ] shares of the Pubco Common Stocks in connection with the Business Combination.

Accordingly, the aggregate number of shares of Ribbon Ordinary Shares that the Pubco will issue in connection with the Business Combination will exceed 20% of both the voting power and the shares of Ribbon Ordinary Shares outstanding before such issuance and may result in a change of control of the registrant under Nasdaq Listing Rule 5635. For these reasons, Ribbon is seeking the approval of Ribbon stockholders for the issuance of shares of Pubco’s Common Stock (and securities convertible into or exercisable for Common Stock) pursuant in connection with the Business Combination.

Effect of the Proposal on Current Shareholders

If the Nasdaq Proposal is adopted, we expect to issue approximately [    ] shares of Pubco Class A Common Stock to holders of DRC Common Stock, representing approximately [    ]% of the issued and outstanding shares of Pubco Class A Common Stock (based on [    ] shares being issued or held by other Pubco stockholders and 50% redemption of Pubco Common Stock) upon the Closing subject to adjustment based on the adjustment for indebtedness (net of cash) set forth in the Business Combination Agreement.

The issuance of the shares of Ribbon Ordinary Shares described above would result in significant dilution to Ribbon stockholders and result in Ribbon stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of Clover Leaf.

In the event that this Proposal is not approved by Ribbon Shareholders, the Business Combination cannot be consummated. In the event that this Proposal is approved by Ribbon Shareholders, but the Business Combination Agreement is terminated (without the Business Combination being consummated) prior to the issuance of Pubco Common Stocks pursuant to the Business Combination Agreement, Pubco will not issue such Pubco Common Stocks.

Vote Required for Approval

The approval of the Nasdaq Proposal requires an ordinary resolution, being a resolution passed by the holders of a majority of the holders of Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Meeting, vote at the Extraordinary General Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the Extraordinary General Meeting, and otherwise will have no effect on the Proposal.

The Nasdaq Proposal is conditioned on the approval and adoption of each of the Required Proposals.

Recommendation of the Board

THE RIBBON BOARD UNANIMOUSLY RECOMMENDS THAT RIBBON SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE NASDAQ PROPOSAL.

PROPOSAL 7: THE DIRECTOR ELECTION PROPOSAL

Upon the closing of the Business Combination, the Pubco Board will consist of seven (7) directors. The election of the seven (7) director nominees is contingent upon the Closing of the Business Combination.

At the Extraordinary General Meeting, it is proposed that five directors will be elected to be the directors of Pubco Board to take office upon consummation of the Business Combination. It is proposed that the Pubco Board will consist of the following directors:

1)      Narumi Okazaki

2)      Akira Okada

3)      Shigeo Kamitsuji

4)      Masahiro Fujimaki

5)      Takenori Machida

6)      Shinji Kaburagi

7)      John Nathan Miller

Vote Required for Approval

The approval of the Director Election Proposal will require an ordinary resolution, being a resolution passed by the holders of a majority of the Ribbon Ordinary Shares who, being present (either in person or by proxy) and entitled to vote at the Extraordinary General Meeting, vote at the Extraordinary General Meeting.

Following consummation of the Business Combination, the election of directors of the Pubco will be governed by its charter documents and the laws of the State of Delaware.

Recommendation of the Board

THE RIBBON BOARD RECOMMENDS THAT RIBBON SHAREHOLDERS VOTE “FOR” THE DIRECTOR ELECTION PROPOSAL AND THE ELECTION OF EACH OF THE NOMINEES NAMED THEREIN.

UNAUDITED PRO FORMA CONDENSED COMBINED
FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of PubCo, DRC and SPAC adjusted to give effect to the Business Combination and related transactions. It is provided to aid you in your analysis of the financial aspects of the transactions. Defined terms included below have the same meaning as terms defined and included elsewhere in this Registration Statement/Proxy Statement.

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The historical financial information of PubCo was derived from the audited financial statements of PubCo as at and for the year ended July 31, 2025, and unaudited condensed financial statements of DRC as at and for the six months ended January 31, 2026. The historical financial information of DRC was derived from the audited financial statements of DRC as at and for the year ended July 31, 2024 and 2025, and unaudited condensed financial statements of DRC as at and for the six months ended January 31, 2026. The historical financial information of SPAC was derived from the unaudited condensed financial statements of SPAC as at and for the three months ended March 31, 2026, and audited financial statements of SPAC as at and for the year ended December 31, 2025. Such financial statements are included elsewhere in this Registration Statement/Proxy Statement. This information should be read together with DRC’s and SPAC’s financial statements and related notes, the sections entitled “SPAC Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Company Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this Registration Statement/Proxy Statement.

The unaudited pro forma condensed combined balance sheet is presented as of January 31, 2026, and the unaudited pro forma condensed combined statements of operations is presented for the year ended July 31, 2025 and for the six months ended January 31, 2026. The unaudited pro forma condensed combined balance sheet as of January 31, 2026, gives pro forma effect to the Transactions as if they had been consummated as of January 31, 2026, the beginning of the earliest period presented. The unaudited pro forma condensed combined statements of operations for the year ended July 31, 2025 and for the six months ended January 31, 2026, gives pro forma effect to the Transactions as if they had occurred as of August 1, 2024, the beginning of the earliest period presented.

Description of the Transactions

On June 30, 2025, SPAC, entered into a Business Combination Agreement by and among DRC Medicine Inc., a Delaware Corporation (“Pubco”), DRC Medicine Ltd. a Japanese corporation (“DRC”), and DRC Merger Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub”), pursuant to which, the SPAC will be merged with and into Merger Sub, as a result of which Merger Sub will be the surviving company and a wholly-owned subsidiary of Pubco.

Pursuant to the Business Combination Agreement, prior to the Merger Effective Time, the DRC Shareholders shall conduct an exchange with the then-holders of Pubco Common Stock, whereby each DRC Common Share issued and outstanding prior to the Merger Effective Time shall be exchanged for the right to receive a number of shares of Pubco Common Stock equal to the Consideration Ratio (the “Share Exchange”). 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 shareholders of DRC 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 shareholders of DRC 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 to add the Intermediate Holdco as a party to the Business Combination Agreement.

Upon the merger of the SPAC with the Merger Sub, (i) all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the SPAC and Merger Sub shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Merger Sub as the surviving company, which shall include the assumption by the Merger Sub of any and all agreements, covenants, duties and obligations of the Parent and the Merger Sub set forth in this Agreement to be performed after the Closing; (ii) every issued and outstanding SPAC Unit shall be separated automatically into each’s individual components of one share of SPAC Common Stock and one-seventh (1/7) of one SPAC Right, and all SPAC Units shall cease to be outstanding and shall automatically be canceled and retired and shall cease to exist; (iii) each SPAC Class B Common Stock that is issued and outstanding immediately prior to the Merger Effective Time shall be automatically converted into one (1) SPAC Class A Common Stock in accordance with the terms of the SPAC Articles and each SPAC Class B Common Stock shall no longer be issued and outstanding and shall automatically be cancelled and cease to exist, and each holder of SPAC Class B Common Stock shall thereafter cease to have any rights with respect to such shares; and (iv) each share of SPAC Class A Common Stock issued in connection with the SPAC Class B Conversion and held as a result of the unit separation that is issued and outstanding shall be cancelled in exchange for the right to receive one (1) share of Pubco Common Stock. All shares of Parent Class A Common Stock shall no longer be issued and outstanding and shall be cancelled and cease to exist, and each holder of SPAC Class A Common Stock shall thereafter cease to have any rights with respect thereto, except for the right to receive the consideration.

Under the Business Combination Agreement, as amended by the Joinder Agreement dated June 3, 2026, the base equity value of DRC is $350,000,000 and will be paid entirely in shares, comprised of newly issued ordinary shares of the Pubco, with each share valued at the Per Share Price, as issued to DRC Medicine Holdings Ltd., which are exchanged with the shares of DRC Medicine held by DRC shareholders pursuant to the Share Exchange stipulated in the Business Combination Agreement.

Accounting for the Transactions

The Transactions will be accounted for as a reverse merger in accordance with GAAP. Under this method of accounting, SPAC will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on DRC shareholders expecting to have a majority of the voting power of the combined company, DRC comprising the ongoing operations of the combined entity, DRC comprising a majority of the governing body of the combined company, and DRC’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of DRC issuing share for the net assets of SPAC, accompanied by a recapitalization. The net assets of SPAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Transactions will be those of DRC.

Basis of Pro Forma Presentation

The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 requires pro forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional pro forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”).

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the Business Combination had occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma Transaction Accounting Adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

SPAC has a fiscal year end of December 31, while DRC has a fiscal year end of July 31, accordingly the most recent period ended balance sheet date for DRC is January 31, 2026. As DRC has been determined to be the accounting acquirer, its latest balance sheet date was used for pro forma presentation (January 31, 2026) and their prior fiscal year end was used for prior annual period presentation. According to SEC Regulation S-X, when the acquiree’s year end is more than one quarter different than the registrant’s year end, the acquirer combines its annual income statement with the acquiree’s for a 12-month period that ends within one quarter of the registrant’s year end. Accordingly, in the pro forma financial statements the following periods have been combined:

•        Historical balance sheet of Pubco and DRC as of January 31, 2026 and historical balance sheet of SPAC as of March 31, 2026.

Historical statement of operations of Pubco and DRC for the fiscal year ended July 31, 2025 and for the six months ended January 31, 2026;

Historical statement of operations of SPAC for the twelve months ended September 30, 2025, which derived by subtracting the financial results for the nine months ended September 30, 2024 from the financial results for fiscal year ended December 31, 2024 and adding the financial results for nine months ended September 30, 2025; historical statement of operations of SPAC for the six months ended March 31, 2026, which derived by subtracting the financial results for the nine months ended September 30, 2025 from the financial results for fiscal year ended December 31, 2025 and adding the financial results for three months ended March 31, 2026.

The unaudited pro forma condensed combined financial information was derived from, and should be read in conjunction with, the following historical financial statements and the accompanying notes:

•        the historical unaudited condensed financial statements of SPAC as of and for the nine months ended September 30, 2025, which are included in SPAC’s Quarterly Report on Form 10-Q for the nine months ended September 30, 2025, filed with the SEC on November 14, 2025, the historical audited financial statements of SPAC as of and for the year ended December 31, 2025, which are included in SPAC’s Annual Report on Form 10-K, filed with the SEC on March 31, 2026, the historical unaudited condensed financial statements of SPAC as of and for the three months ended March 31, 2026, which are included in SPAC’s Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the SEC on May 15, 2026, the historical unaudited condensed financial statements of SPAC as of and for the period from July 17, 2024 (inception) through September 30, 2024, which are included in SPAC’s Prospectus on Form 424B4, filed with the SEC on January 16, 2025, the historical unaudited financial statements of SPAC as of and for the six months ended June 30 , 2025, which are included in SPAC’s Quarterly Report on Form 10-Q for the six months ended June 30, 2025, filed with the SEC on August 13, 2025.

•        the historical audited financial statements of DRC., as of and for the year ended July 31, 2024 and 2025, as of and for the six months ended January 31, 2026, each of which are included elsewhere in this report.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience.

There is no historical activity with respect to Pubco and Merger Sub accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemption into cash of SPAC’s ordinary shares:

•        Scenario 1 — No Redemption Scenario: This scenario reflects that there are no further SPAC Shareholders exercise redemption rights with respect to their SPAC Public Shares in connection with the Business Combination;

•        Scenario 2 — Intermediate Redemption Scenario: This scenario assumes that SPAC Shareholders holding 1,781,567 SPAC Public Shares, representing 50% of 3,563,133 SPAC Public Shares remaining outstanding after the Special Meeting, will exercise redemption rights in connection with the Business Combination; and

•        Scenario 3 — Maximum Redemption Scenario: This scenario assumes that SPAC Shareholders holding 3,563,133 SPAC Public Shares, representing 100% of 3,563,133 SPAC Public Shares remaining outstanding after the Extension Meeting, will exercise redemption rights in connection with the Business Combination.

In each scenario described above, the presentation assumes that Pubco has acquired all issued and outstanding Company Shares.

____________

(1)      Assumes that 1,781,567 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.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JANUARY 31, 2026

(US$, except for share and per share data, or otherwise noted)