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Item 9A. Controls and Procedures

2026-03-31 compared with 2025-04-01 · 618 added, 273 removed, 1033 unchanged (46% of the section changed)

525 unchanged sentences

currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

We has agreed to pay our Sponsor a total of $10,000

per month for office space, administrative and support services to such affiliate, commencing from the date that our securities are first

listed on Nasdaq through the earlier of the consummation of our initial business combination and our liquidation.

Upon completion of our

initial business combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of

our initial business combination takes the maximum 12 months, an affiliate of our sponsor will be paid a total of $120,000 ($10,000 per

month) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

We has agreed to pay our Sponsor a total of $10,000 per month for office

space, administrative and support services to such affiliate, commencing from the date that our securities are first listed on Nasdaq

through the earlier of the consummation of our initial business combination and our liquidation.

Upon completion of our initial business

combination or our liquidation, we will cease paying these monthly fees.

Accordingly, in the event the consummation of our initial business

combination takes the maximum 12 months from the closing of this offering (as of December 31, 2025), subject to any extension approved

by our shareholders, an affiliate of our sponsor will be paid a total of $120,000 ($10,000 per month) for office space, administrative

and support services and will be entitled to be reimbursed for any out-of-pocket expenses.

Our Sponsor, officers and directors, or any of

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incurred by such persons in connection with activities on our behalf.

If we anticipate that we may be unable to consummate

our initial business combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and

articles of association to extend the date by which we must consummate our initial business combination.

If we seek shareholder approval

for an extension, our public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash,

equal to the aggregate amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of

then issued and outstanding public shares, subject to applicable laws.

If we are unable to consummate our initial business combination

within the 12-month period or such period that may be extended, we will, (i) cease all operations except for the purpose of winding up,

(ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor,

redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,

including interest (net of taxes payable and less interest to pay dissolution expenses up to $100,000) divided by the number of then issued

and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible

following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve.

we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public

shareholders.

In the event of our liquidation and subsequent dissolution, the rights will expire and will be worthless.

If we anticipate that we may be unable to consummate our initial business

combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association

to extend the date by which we must consummate our initial business combination.

If we seek shareholder approval for an extension, our

public shareholders will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest (net of taxes payable), divided by the number of then issued and outstanding

public shares, subject to applicable laws.

If we are unable to consummate our initial business combination within the 12-month period

(as of December 31, 2025), subject to any extension approved by our shareholders, or such period that may be extended, we will, (i) cease

all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter,

subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the trust account, including interest (net of taxes payable and less interest to pay dissolution expenses up

to $100,000) divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’

rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)

as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,

liquidate and dissolve.

However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority

over the claims of our public shareholders.

In the event of our liquidation and subsequent dissolution, the rights will expire and will

be worthless.

Subsequent to December 31, 2025, our shareholders approved an extension of the period to consummate a business combination,

as disclosed in our Current Report on Form 8-K filed in January 2026.

After our initial business combination, members

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The following is a summary of fees paid to Audit Alliance LLP for services rendered.

During the period from July 17, 2024 (inception)

through December 31, 2024, fees for our independent registered public accounting firm were approximately $121,350 for the services AAL performed

in connection with our Initial Public Offering and the audit of our December 31, 2024 financial statements included in this Annual Report

on Form 10-K.

For the year ended December

31, 2025 and for the period from July 17, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting

firm were approximately $65,000 and $55,000, respectively, for the services AAL performed in connection with our Initial Public Offering

and the audit of our December 31, 2025 financial statements included in this Annual Report on Form 10-K.

Audit-Related Fees.

During the period from July 17, 2024 (inception) through December 31,

2024, fees for our independent registered public accounting firm were approximately $10,000 for services related to the performance of

the audit or review of financial statements.

During the period from July 17, 2024 (inception)

through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance, tax advice

and tax planning.

For the year ended

December 31, 2025 and for the period from July 17, 2024 (inception) through December 31, 2024, fees for our independent registered public

accounting firm were approximately $36,000 and $0, respectively, for services related to the performance of the audit or review of financial

the year ended December 31, 2025 and for the period from July 17, 2024 (inception) through December 31, 2024, our independent registered

public accounting firm did not render services to us for tax compliance, tax advice and tax planning .

All Other Fees.

During the period from July 17, 2024 (inception)

through December 31, 2024, there were no fees billed for products and services provided by our independent registered public accounting

firm other than those set forth above.

the year ended December 31, 2025 and the period from July 17, 2024 (inception) through December 31, 2024, there were no fees billed for

products and services provided by our independent registered public accounting firm other than those set forth above .

Exhibits, Financial Statement Schedules.

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Amended and Restated Promissory Note, dated August 13, 2024, issued to the Sponsor

Consent of Audit Alliance LLP

Certification

of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section

302 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Executive Officer Pursuant to 18 U.S.C.

Code of Ethics

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Certification

of Principal Financial Officer Pursuant to 18 U.S.C.

Certification of Principal Financial Officer Pursuant to 18 U.S.C.

Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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RIBBON ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS

Contents Page(S)

Financial Statements

INDEX TO AUDITED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheet as of December 31, 2024 F-3

Statement of Operations for the period from July 17, 2024 (Inception) through December 31, 2024 F-4

Statement of Changes in Shareholder’s Equity for the period from July 17, 2024 (Inception) through December 31, 2024 F-5

Statement of Cash Flows for the period from July 17, 2024 (Inception) through December 31, 2024 F-6

Balance Sheet as of December 31, 2025 and 2024 F-3

Statement of Operations for the year ended December 31, 2025 and the period from July 17, 2024 (Inception) through December 31, 2024 F-4

Statement of Changes in Shareholder’s (Deficit) Equity for the year ended December 31, 2025 and the period from July 17, 2024 (Inception) through December 31, 2024 F-5

Statement of Cash Flows for the year ended December 31, 2025 and the period from July 17, 2024 (Inception) through December 31, 2024 F-6

Notes to Financial Statements F-7

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of Ribbon Acquisition Corp.

(the “Company”) as of December 31, 2024, and the related statements of operations, shareholder’s

equity, and cash flows for the period from July 17, 2024 (inception) to December 31, 2024, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from July

17, 2024 (inception) to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America

(the “Company”) as of December 31, 2025 and 2024, and the related statements of operations, changes

in shareholder’s (deficit) equity, and cash flows for the year ended December 31, 2025 and for the period from July 17, 2024 (inception)

to December 31, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the

financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024,

and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from July 17, 2024 (inception)

to December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“U.S.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that

the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company had no cash and a working

capital deficit of $493,967 (excluding deferred offering costs) and the accumulated deficit of $10,305 as of December 31, 2024.

conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plan in regard

to these matters are also described in Notes 1 and 3.

The financial statements do not include any adjustments that might result from the

outcome of this uncertainty.

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 2 to the financial statements, if the

Company is unable to raise additional funds to alleviate liquidity needs and complete a business combination by January 16, 2027

then the Company will cease all operations except for the purpose of liquidating.

The liquidity condition and date for mandatory

liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plan in regard to these matters are also described in Note 2.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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BALANCE SHEET

AS OF DECEMBER 31,

Non current asset

Current assets

Deferred offering costs

Accrued expense

Prepaid expense

Total Current Assets

Cash and marketable securities held in the trust

Current liabilities

Accrued expenses

Other payable

Promissory note - related party

Total current liabilities

Deferred Underwriting Commission

Total liabilities

Class A ordinary shares, $ 0.0001 par value, 450,000,000 shares authorized, 5,000,000 shares subject to possible redemption as of December 31, 2025

Commitment and contingencies (Note 6)

Shareholder’s Equity

Shareholder’s (Deficit) Equity

Class A ordinary shares, $ 0.0001 par value;

450,000,000 shares authorized;

none issued and outstanding

220,000 issued and outstanding (excluding 5,000,000 shares subject to redemption) as of December 31, 2025 and nil issued and outstanding as of December 31, 2024

Class B ordinary shares, $ 0.0001 par value;

50,000,000 shares authorized;

1,250,000 shares issued and outstanding (1)

1,250,000 shares issued and outstanding as of December 31, 2025 and December 31, 2024 (1)

Additional paid-in capital

Accumulated deficit

Total shareholder’s equity

Total liabilities and shareholder’s equity

(1) On January 16, 2025 the Sponsor surrendered to the Company for cancellation

187,500 shares of Class B ordinary shares for no consideration, resulting in the Sponsor owning 1,250,000 shares of Class B ordinary shares.

All shares and associated amounts have been retroactively restated to reflect the surrender.(See Note 5)

Total shareholder’s (deficit) equity

Total liabilities and shareholder’s (deficit) equity

(1) On January 16, 2025 the Sponsor surrendered to the Company for cancellation 187,500 shares of Class A ordinary shares for no consideration, resulting in the Sponsor owning 1,250,000 shares of Class A ordinary shares.

All shares and associated amounts have been retroactively restated to reflect the surrender.

The accompanying notes are an integral part of

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STATEMENT OF OPERATIONS

FOR THE PERIOD FROM

JULY 17, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Formation costs

Basic and diluted weighted average shares outstanding

Basic and diluted net loss per share

July 17, 2024

Administrative fee

Total operating expenses

Loss from Operations

( 1,258,096 )

Income earned on marketable securities held in Trust Account

Net income (loss)

Basic and diluted weighted average ordinary shares outstanding, redeemable ordinary shares

Basic and diluted net income per ordinary share, redeemable ordinary shares

Basic and diluted weighted average ordinary shares outstanding, non-redeemable ordinary shares

Basic and diluted net loss per ordinary share, non-redeemable ordinary shares

The accompanying notes are an integral part of

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ACQUISITION CORP.

STATEMENT OF CHANGES IN SHAREHOLDER’S EQUITY

FOR THE PERIOD FROM

JULY 17, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

STATEMENT OF CHANGES IN SHAREHOLDER’S (DEFICIT) EQUITY

FOR THE YEAR ENDED

DECEMBER 31, 2025 AND FOR THE PERIOD FROM JULY 17, 2024

(INCEPTION) THROUGH DECEMBER 31, 2024

Ordinary Shares

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Balance as of December 31, 2024

(1) On January 16, 2025 the Sponsor surrendered to the Company for cancellation

187,500 shares of Class B ordinary shares for no consideration, resulting in the Sponsor owning 1,250,000 shares of Class B ordinary shares.

All shares and associated amounts have been retroactively restated to reflect the surrender.(See Note 5)

Sale of private placement units

Issuance of public rights, net of issuance costs

Accretion of ordinary shares subject to redemption value

( 4,839,759 )

( 1,024,378 )

( 5,864,137 )

Balance as of December 31, 2025

$ ( 344,465 )

$ ( 344,318 )

All shares and associated amounts have been retroactively restated to reflect the surrender.

The accompanying notes are an integral part of

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STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM

JULY 17, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash used in operating activities:

July 17, 2024

Net cash used in operating activities

Net income (loss)

Adjustments to reconcile net income to net cash used in operating activities

Income earned on marketable securities held in Trust Account

( 1,948,314 )

Formation costs paid by Sponsor under promissory notes- related party

Net cash provided by operating activities

Changes in operating assets and liabilities

Accrued expenses

Other payable

Prepaid expense

Net cash used in operating activities

Cash Flows from Investing Activity

Purchase of marketable securities held in Trust Account

( 50,000,000 )

Net cash used in investing activity

( 50,000,000 )

Cash Flows from Financing Activities

Repayment of promissory note to related party

Proceeds from sale of public units through public offerings, net of underwriters’ discount

Proceeds from ordinary shares issued in private placement

Payment of deferred offering costs

Net cash provided by financing activities

Net change in cash

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Cash at the end of the period

Supplemental disclosure of non-cash financing activities

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Supplemental disclosure of cash flow information:

Deferred offering costs included in accrued offerings costs and expenses

Deferred offering costs paid by Sponsor under the promissory note-related party

Accretion of ordinary shares subject to redemption value

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

The accompanying notes are an integral part of

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with one or more businesses (the “Business Combination”).

The Company has not selected any potential Business Combination

target and the Company has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any

potential Business Combination target.

As of December 31, 2025, the Company had not commenced

any operations.

All activity for the period from July 17, 2024 (inception) through December 31, 2024 relates to the Company’s formation

and the Initial Public Offering (as defined below).

The Company will not generate any operating revenues until after the completion of

its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash

and cash equivalents from the proceeds derived from the Initial Public Offering (as defined below).

The Company has selected December

31 as its fiscal year end.

All activity through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company will generate non-operating income in the form of interest income on cash from the proceeds derived from the Initial Public

The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is Ribbon Investment

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The Company’s ability to commence operations is contingent

upon obtaining adequate financial resources through a Initial Public Offering(“IPO”) of 5,000,000 units at $ 10.00 per unit

upon obtaining adequate financial resources through an Initial Public Offering (“IPO”) of 5,000,000 units at $ 10.00 per unit

(the “Units”), which is discussed in Note 3 (the “Initial Public Offering”) and a private placement to the initial

shareholder (the “Private Placement,” see Note 4).

Each Unit consists of one Class A ordinary share and one right

to receive one-seventh of one share of ordinary share.

The Company’s management has broad discretion with respect to the

specific application of the net proceeds of the Initial Public Offering, although substantially all of the net proceeds are intended to

be generally applied toward consummating a Business Combination (less deferred underwriting commissions).

The Company’s management has broad discretion with respect to

the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to be generally applied

toward consummating a Business Combination (less deferred underwriting commissions).

The registration statement for the Company’s

IPO was declared effective on January 14, 2025.

On January 16, 2025 2024, the Company consummated its IPO of 5,000,000 units (“Units”).

Each Unit consists of one Class A ordinary share, $ 0.0001 par value per share, and one right to receive one-seventh of one Class A ordinary

share upon the completion of the initial Business Combination.

The Units were sold at an offering price of $ 10.00 per Unit, generating

total gross proceeds of $ 50,000,000 .

On January 16, 2025, the Company consummated its IPO of 5,000,000 Units.

Each Unit consists

of one Class A ordinary share, $ 0.0001 par value per share, and one right to receive one-seventh of one Class A ordinary share upon the

completion of the initial Business Combination.

The Units were sold at an offering price of $ 10.00 per Unit, generating total gross proceeds

of $ 50,000,000 .

Simultaneously with the consummation of the IPO

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successfully effect a Business Combination.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations (Continued)

Upon the closing of the Initial Public Offering,

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The proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which the

Company complete a business combination to the extent not used to pay converting shareholders.

Any amounts not paid as consideration to

the sellers of the target business may be used to finance the operations of the target business.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations (Continued)

Company completes a business combination to the extent not used to pay converting shareholders.

Any amounts not paid as consideration

to the sellers of the target business may be used to finance the operations of the target business.

will provide the public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the

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rights to share in any distribution from the trust account with respect to their initial shares upon our winding up, liquidation and subsequent

At an extraordinary general meeting held on January

9, 2026, the shareholders of the Company approved:

(i)by special resolution, the adoption of the Company’s Second Amended and Restated

Memorandum and Articles of Association (the “Second A&R M&A”), which extends the date by which the Company must consummate

an initial business combination from January 16, 2026 to January 16, 2027.

On January 26, 2026, the Company entered into

Amendment No.

1 to the Investment Management Trust Agreement (the “Amendment”) with Odyssey Transfer and Trust Company, the

Effective upon the Amendment, no interest earned on the Trust Account may be withdrawn to pay dissolution expenses.

The Amendment

was approved by the Company’s shareholders at the meeting held on January 9, 2026, concurrent with the approval of the extension

of the business combination period.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations (Continued)

officers and directors have agreed to (i) waive their redemption rights with respect to their initial shares, private shares and

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to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality

or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of

(i) $ 10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation

of the Trust Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided

that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all

rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the

Company’s indemnity of the underwriters of the Initial Public Offering against certain

liabilities, including liabilities under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification

obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations

and the Company believes that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure you

that the Sponsor would be able to satisfy those obligations.

or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00

per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust

Account, if less than $ 10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability

will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies

held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity

of the underwriters of the Initial Public Offering against certain liabilities, including liabilities

under the Securities Act.

However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the

Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes

that the Sponsor’s only assets are securities of the Company.

Therefore, the Company cannot assure you that the Sponsor would be

able to satisfy those obligations.

Combination Agreement

On June 30, 2025, the Company entered into a Business

Combination Agreement (the “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 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 (defined below), PubCo and DRC Medicine will engage in a

share exchange, whereby DRC Medicine’s shareholders will exchange their shares in the company for newly issued shares of PubCo;

(ii) on or one day prior to the Closing Date, the Company 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, the Company 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 (the “Merger”), (prior to the Domestication, the SPAC shall be referred

to herein as “Parent”).

Merger Sub, together with PubCo and DRC Medicine Ltd.

may be referred to herein as the “DRC

Company Parties”.

The Domestication, Merger, and other transactions contemplated by the Business Combination Agreement are collectively

referred to as the “Business Combination;” and the consummation of the Merger is referred to as the “Closing”

and the date of the Closing is referred to as the “Closing Date.”

DRC Medicine is in the business of the design and manufacture of AI-powered

allergy and infection diagnostic kits and protective face masks.

ACQUISITION CORP.

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Note 1 - Description of Organization and Business Operations (Continued)

Going Concern Consideration

The Company had no cash and a

working capital deficit of $ 493,967 (excluding deferred offering costs) and the accumulated deficit of $ 10,305 as of December 31, 2024.

The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

These conditions

raise substantial doubt about the Company’s ability to continue as a going concern within twelve months after the date that

the financial statements are issued .

Management plans to address this uncertainty through a Initial

Public Offering as discussed in Note 3.

There is no assurance that the Company’s plans to

raise capital or to consummate a Business Combination will be successful within the Combination Period.

Prior to the close of the

Initial Public Offering, the Sponsor agreed to loan the Company up to an aggregate amount of up to $ 300,000 as discussed in Note 5

to be used, in part, for transaction costs incurred in connection with the Initial Public Offering.

The financial statements do not include

any adjustments that might result from the Company’s inability to consummate the Initial Public Offering or a Business Combination

to continue as a going concern.

Risks and Uncertainties

As a result of the military action commenced in

February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, the Company’s ability

to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business

Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction may be dependent

on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility,

or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all.

of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of

operations and/or ability to consummate a Business Combination are not yet determinable.

The financial statements do not include any adjustments

that might result from the outcome of this uncertainty.

Share Exchange

On or before one day prior to the Closing Date,

a holding company incorporated in Japan and holding shares in PubCo, will engage in a share exchange with shareholders of DRC Medicine,

whereby the shareholders of DRC Medicine will exchange their shares in DRC Medicine for newly issued shares of PubCo.

Each Common Share

of DRC Medicine issued and outstanding prior to the Merger Effective Time shall be exchanged for a number of shares of PubCo Common Stock

equal to the Consideration Ratio, and, accordingly, each holder of Common Shares of DRC Medicine immediately prior to said exchange shall

receive, for such Common Shares of DRC Medicine that it holds, a portion of the Aggregate Merger Consideration equal to (x) the Consideration

Ratio multiplied by (y) the number of Common Shares of DRC Medicine held by such holder of Common Shares of DRC Medicine immediately prior

to said exchange (the “Share Exchange”).

The Domestication

One business day prior to the Closing Date, the

Company shall de-register in the Cayman Islands and transfer by way of continuation out of the Cayman Islands and into the State of Delaware

so as to migrate to and domesticate as a Delaware corporation in accordance with Delaware law and the Company’s governing documents

(the “Domestication”).

Before the Domestication, the Company’s

capitalization consists of Parent Ordinary Shares, Parent Rights, and Parent Units, collectively (all defined below).

“Parent Ordinary

Shares” means Parent Class A Ordinary Shares and Parent Class B Ordinary Shares.

“Parent Rights” means the issued and

outstanding rights of Parent, each such right convertible into one share of Parent Common Stock at the closing of a business combination.

“Parent Unit” means each outstanding unit consisting of one share of Parent Common Stock and one-seventh (1/7) of one Parent

Right denominated in one share of Parent Common Stock.

Following the Domestication, PubCo’s capitalization shall consist of common

stock, par value $ 0.0001 per share (the “PubCo Common Stock”).

Upon the Domestication, every issued and outstanding

Parent Class A Ordinary Share shall convert automatically into one share of PubCo Class A Common Stock.

Further, every issued and outstanding

Parent Unit shall also be separated automatically into each’s individual components of one share of PubCo’s Common Stock and

one-seventh (1/7) of one share of Class A Common Stock, and all Parent Units shall cease to be outstanding and shall automatically be

canceled and retired and shall cease to exist.

On the Closing Date, after the consummation of

the Domestication, the following shall occur:

(i) the Parent shall be merged with and into the Merger Sub, (ii) the separate corporate

existence of the Parent shall thereupon cease, and the Merger Sub shall be the surviving corporation in the Merger (after the Merger Effective

Time, the Merger Sub may be referred to as the “Surviving Corporation”), and (iii) the Surviving Corporation will remain a

wholly-owned Subsidiary of PubCo (the “Merger”).

Consideration and Structure

The Aggregate Merger Consideration to be issued

to the selling securityholders in connection with the Merger will be determined by dividing (a) 350,000,000 (the “Equity Value”)

by (b) the price (the “Redemption Price”) at which each of Parent Class A Ordinary Shares may be redeemed in connection with

the Business Combination.

The “Consideration Ratio” is the number of shares of PubCo Common Stock to be issued in exchange

for issued and outstanding capital stock upon the Merger and is equal to the quotient obtained by dividing (x) the Aggregate Merger Consideration

by (y) the Aggregate Fully Diluted Company Shares, as defined in the Business Combination Agreement.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations (Continued)

Representations, Warranties and Covenants

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 Company during the period between execution of the Business Combination Agreement and

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.

Registration Statement / Proxy Statement

As promptly as reasonably practicable after receipt

of information concerning the DRC Company Parties and its securityholders as is either required by the federal securities laws or reasonably

requested by the Company for inclusion in the Registration Statement (as defined below), the DRC Company Parties will prepare and file

with the U.S.

Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 relating to the Business

Combination (the “Registration Statement”), which will contain a proxy statement relating to a meeting of the Company shareholders

to be held to consider, among other things, (x) approval of the Domestication, (y) approval of the Business Combination (including the

approval and adoption of the Business Combination Agreement and the Merger) and (z) the adoption and approval of certain other proposals

the parties deem necessary to effectuate the Business Combination.

Conditions to Closing

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 (the “Securities Act”), 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 Parent shareholders (the “Parent

Shareholder Approval”) and PubCo’s stockholders (the “PubCo Stockholder Approval”);

(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 (“Nasdaq”) 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 the Company.

The obligations of the Company 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 the Company’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 the Company

with their respective agreements and covenants under the Business Combination Agreement;

(ii) the truth and accuracy of the representations

and warranties of the Company, 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 the Company of certain ancillary

agreements to the Business Combination Agreement.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations (Continued)

The Business Combination Agreement may be terminated

under certain customary and limited circumstances, including, without limitation, (i) by the Company 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 the Company or the DRC Company Parties;

(iii) by the Company

or the DRC Company Parties in the event that the Parent 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 the Company, 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 the Company, 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, the Company 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 the Company.

Pursuant to the Business Combination Agreement,

PubCo’s board of directors will consist of five (5) members, with the Sponsor appointing one (1) director, and the DRC Company Parties

appointing the remaining four (4) directors, three (3) of which shall serve as independent directors.

Timeframes for Filing and Closing

The Company expects to file the Registration Statement

as promptly as practicable after the date of the Business Combination Agreement.

The Closing is expected to occur following the fulfillment

or waiver of the closing conditions set forth in the Business Combination Agreement.

DRC Medicine Shareholder Support Agreement

Concurrently with the execution of the Agreement,

certain shareholders of the DRC Medicine entered into a support agreement, pursuant to which each such shareholder agreed to vote in favor

of the business combination, subject to the terms of such shareholder support agreement.

Form of Lock-Up Agreement

In connection with the Closing certain shareholders

of DRC Medicine and the Sponsor (individually, a “Holder” and 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.

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.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 1 - Description of Organization and Business Operations (Continued)

Form of Amended and Restated Registration

Rights Agreement

In connection with the transactions, the Company,

Sponsor and certain other shareholders of PubCo, as applicable, will enter into an Amended and Restated Registration Rights Agreement

to provide for the registration rights in connection with the PubCo Common Stock received in the Merger.

Note 2 - Significant Accounting

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GAAP”) and pursuant to the rules and regulations of the U.S.

Securities and Exchange Commission (the “SEC”).

Securities and Exchange Commission (the “SEC”), which should

be read in conjunction with the financial statements and notes thereto included in the Company’s final prospectus for its IPO as

filed with the SEC on January 16, 2025.

Emerging Growth Company Status

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vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial

accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective

or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements

that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of

such extended transition period which means that when a standard is issued or revised and it has different application dates for public

or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies

adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company which

is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult

or impossible because of the potential differences in accounting standards used.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not

have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply

to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended

transition period which means that when a standard is issued or revised and it has different application dates for public or private companies,

the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised

This may make comparison of the Company’s financial statements with another public company which is neither an emerging

growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because

of the potential differences in accounting standards used.

Going Concern Consideration

As of December

31, 2025, the Company had a working capital deficit of $ 556,173 , net cash used in operating activities of $ 699,419 and accumulated deficit

of $ 344,465 .

The Company has incurred and expects to continue

to incur significant costs in pursuit of the consummation of an initial Business Combination.

In addition, the Company initially has until

January 16, 2027 to consummate the initial Business Combination (assume no extensions).

If the Company does not complete a Business Combination

within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of

the Amended and Restated Memorandum and Articles of Association.

Notwithstanding management’s belief that the Company would have

sufficient funds to execute its business strategy, there is a possibility that business combination might not happen within the 12-month

period from the issuance date of these financial statements.

In connection with the Company’s assessment of going concern considerations

in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures

of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation,

should a business combination not occur, and potential subsequent dissolution, raises substantial doubt about the Company’s ability

to continue as a going concern.

Therefore, management has determined that such additional condition raise substantial doubt about the

Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the

Company is required to liquidate.

The financial statements do not include any adjustments that might result from the Company’s inability

to consummate the initial Business Combination to continue as a going concern.

ACQUISITION CORP.

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from those estimates.

Offering Costs

offering costs consist principally of professional and registration fees.

The Company complies with the requirements of

ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A — “Expenses of Offering”, and SEC

Staff Accounting bulletin Topic 5T — “Accounting for Expenses or Liabilities Paid by Principal

Stockholder(s)”.

Offering costs directly attributable to the issuance of an equity contract to be classified in equity will be

recorded as a reduction of equity.

Offering costs for equity contracts that are classified as assets and liabilities will be

expensed immediately.

Should the Initial Public Offering prove to be unsuccessful,

these deferred costs, as well as additional expenses to be incurred, will be charged to equity.

As of December 31, 2024, the Company

has incurred $ 508,662 of deferred offering costs.

Should the Initial Public Offering

prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to

considers all short-term investments with an original maturity of three months or less when purchased to be cash.

Cash were $ 11,497 and

nil as of December 31, 2025 and December 31, 2024, respectively.

Cash Held in Trust Account

As of December

31, 2025 and December 31, 2024, the Company had $ 51,948,314 and nil , respectively, in cash held in the Trust Account.

Costs Associated with the IPO

costs consist principally of professional and registration fees.

As of January 16, 2025, offering costs totaled $ 3,512,780 .

consisted of $ 1,000,000 underwriting commissions which were paid in cash at the closing date of the IPO, $ 2,000,000

of deferred underwriting commissions (payable only upon completion of a Business Combination) and $ 512,780 of other offering costs .

The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A — “Expenses

of Offering”, and SEC Staff Accounting bulletin Topic 5T — “Accounting for Expenses or Liabilities Paid

by Principal Stockholder(s)”.

Offering costs were charged to shareholder’s equity upon the completion of the IPO.

allocates offering costs between public shares and public rights based on the estimated fair values of them at the date of issuance.

$ 3,315,186 was allocated to public shares and was charged to temporary equity, and of $ 197,594 was allocated to public rights, and was

charged to shareholder’s equity.

Fair Value of Financial Instruments

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(“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term

Per Ordinary Share

per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 2 - Significant Accounting Policies (Continued)

(Loss) Per Ordinary Share

(loss) per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding

ordinary shares subject to forfeiture.

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As of December

31, 2024, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into

ordinary shares and then share in the earnings of the Company.

As a result, diluted loss per share is the same as basic loss per share

for the period presented.

31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted

into ordinary shares and then share in the earnings of the Company.

As a result, diluted income (loss) per share is the same as basic

income (loss) per share for the period presented.

income (loss) per share presented in the statement of operations is based on the following:

2024 (inception)

Net income (loss)

Accretion of redeemable ordinary shares subject to redemption value

( 5,864,137 )

Net loss including accretion of redeemable ordinary shares to redemption value

( 5,173,919 )

income (loss) per share presented in the statement of operations is based on the following:

For the Year Ended

December 31, 2025

Non-Redeemable

Ordinary Share

Allocation of net loss

$ ( 3,957,174 )

$ ( 1,216,745 )

Accretion of initial measurement of ordinary shares subject to redemption value

Allocation of net income (loss)

$ ( 1,216,745 )

Denominators:

Weighted-average ordinary shares outstanding

Basic and diluted net income (loss) per share

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 2 - Significant Accounting Policies (Continued)

follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”).

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The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

As of December 31, 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

2 - Significant Accounting Policies (Continued)

As of December 31, 2025 and 2024, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.

is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from

its position.

The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change

over the next twelve months.

is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject

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Class A ordinary shares subject to possible

The Company will account for its Class A ordinary

All of the 5,000,000 Ordinary Shares

sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection

with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in

connection with certain amendments to the Company’s amended and restated certificate of incorporation.

The Company accounts for its Class A ordinary

shares subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity”

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In accordance

with ASC 480-10-S99, the Company will classify the Class A ordinary shares subject to redemption outside of permanent equity as the

with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the

redemption provisions are not solely within the control of the Company.

Given that the 5,000,000 Class A ordinary shares (or 5,750,000

Class A ordinary shares if the underwriters’ over-allotment option is exercised in full) sold as part of the units in the Initial

Public Offering will be issued with other freestanding instruments (i.e., rights), the initial carrying value of Class A ordinary shares

classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

If it is probable that the equity

instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from

the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest

redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying

amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected to recognize the changes

in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in-capital.

All of the 5,000,000 Ordinary Shares sold as part of the Units

in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation,

if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to

the Company’s amended and restated certificate of incorporation.

Given that the 5,000,000 Class A ordinary shares

sold as part of the units in the IPO will be issued with other freestanding instruments (i.e., rights), the initial carrying value of

Class A ordinary shares classified as temporary equity will be the allocated proceeds determined in accordance with ASC 470-20.

is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption

value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable,

if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur

and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period.

The Company has elected

to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge

against additional paid-in-capital.

For the year ended December 31, 2025, the Company

recorded accretion of ordinary share subject to redemption value of $5,864,137.

ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

Note 2 - Significant Accounting Policies (Continued)

As of December

31 , 2025, the amount of ordinary shares subject to possible redemption reflected in the balance

sheet are reconciled in the following table:

Gross proceeds

Proceeds allocated to public rights

( 2,812,492 )

Allocation of offering costs related to redeemable shares

( 3,315,186 )

Accretion of carrying value to redemption value

Ordinary shares subject to possible redemption

Recent Accounting Pronouncements

2023, the FASB issued Accounting Standards Update 2023-07 — Segment Reporting — Improvements to Reportable Segment Disclosures

(“ASU 2023-07”).

This update requires public entities to disclose its significant segment expense categories and amounts for

each reportable segment.

The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal

years beginning after December 15, 2024, with early adoption permitted.

As of December 31, 2025, the Company adopted ASU 2023-07 and reported

its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by

geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures.

See Note 8 for

further information.

2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (“ASU 2024-03”), and in January 2025, the FASB issued ASU 2025-01, Income Statement

- Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Clarifying the Effective Date (“ASU 2025-01”).

ASU 2024-03 requires additional disclosure of the nature of expenses included in the income statement as well as disclosures about specific

types of expenses included in the expense captions presented in the income statement.

ASU 2024-03, as clarified by ASU 2025-01, is effective

for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early

adoption permitted.

The Company is currently evaluating the impact of these standards will have on it financial statements.

does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect

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granted the underwriter a 45 -day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments.

the issuance of this annual report, the option was expired and no over-allotments was exercised.

3, 2025, the option was expired and no over-allotments was exercised.

Each unit has an offering price of $ 10.00 and

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of $ 10.00 per Placement Unit raising $ 2,200,000 in the aggregate.

Each private units (“Private Units”)

will be identical to the units sold in the IPO , except that it will not be redeemable, transferable,

assignable or salable by the Sponsor until the completion of its initial Business Combination.

There will be no underwriting fees or commissions

due with respect to the Private Placement.

Each private units were identical to the units

sold in the IPO , except that it will not be redeemable, transferable, assignable or salable

by the Sponsor until the completion of its initial Business Combination.

There was no underwriting fees or commissions due with respect

to the Private Placement.

RIBBON ACQUISITION CORP.

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has agreed to loan the Company up to $ 300,000 to be used for a portion of the expenses of the Initial Public

These loans are non-interest bearing, unsecured and due at the earlier of i) March 31, 2025 or ii) the closing of the Initial

These loans are non-interest bearing, unsecured and due at the earlier of i) September 30, 2025 or ii) the closing of the Initial

Public Offering.

These loans will be repaid upon the closing of the Initial Public

As of December 31, 2024, $ 264,942 was borrowed by the Company under the promissory note.

Shortly after completion of the IPO,

such amount was fully repaid.

These loans were repaid upon the closing of the Initial Public

As of December 31, 2025 and December 31, 2024, nil and $ 264,942 was borrowed by the Company under the promissory note, respectively.

As of December 31, 2025, the promissory note was paid off and no amounts were owed under the note.

Working Capital Loans

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of the post-business combination entity at a price of $ 10.00 per unit at the option of our sponsor.

As of the issuance date of these financial statements,

As of the issuance date of the financial statements,

the Company had no borrowings under the Working Capital Loans.

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Company will cease paying these monthly fees.

For the year ended December 31, 2025, administrative support services expense of $ 120,000

was recognized.

ACQUISITION CORP.

1 unchanged sentence

6 - Commitments and Contingencies

of initial shares issued and outstanding on the date of this prospectus, as well as the holders of the private units (and underlying securities)

of initial shares issued and outstanding on the date of the prospectus, as well as the holders of the private units (and underlying securities)

and any securities issued to initial shareholders, officers, directors or their affiliates in payment of working capital loans made to

the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of this offering.

the Company, will be entitled to registration rights pursuant to an agreement to be signed prior to or on the effective date of the offering.

The holders of a majority of these securities are entitled to make up to two demands that the Company registers such securities.

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the filing of any such registration statements.

will grant the underwriters a 45-day option from the date of the Initial Public Offering

to purchase up to an additional 750,000 Units to cover over-allotments, if any.

granted the underwriters a 45 -day option from the date of the IPO to purchase up to an additional

750,000 Units to cover over-allotments, if any.

As of issuance of this report, the option was expired, and no over-allotments was

The underwriters

will be entitled to a cash underwriting discount of two percent ( 2 %) of the gross proceeds of the Initial Public

were entitled to a cash underwriting discount of two percent ( 2 %) of the gross proceeds of the Initial Public

Offering, or $ 1,000,000 (or up to $ 1,150,000 if the underwriters’ over-allotment is exercised in full).

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underwriting agreement.

For avoidance of doubt, the deferred underwriting commission will be calculated on the basis of and paid out of

funds available in the Trust Account after payments made out of Trust Account to honor redemption rights of the Public Shareholders.

In addition, the underwriter has agreed (i) to

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initial Business Combination within 12 months from the closing of the Initial Public Offering.

At an extraordinary general meeting

held on January 9, 2026, the shareholders of the Company approved:

(i)by special resolution, the adoption of the Company’s Second

Amended and Restated Memorandum and Articles of Association (the “Second A&R M&A”), which extends the date by which

the Company must consummate an initial business combination from January 16, 2026 to January 16, 2027.

7 - Shareholder’s Equity

Ordinary Shares —The Company is authorized to issue a total of 450,000,000 Class A ordinary shares at par value of $ 0.0001

As of December 31, 2024, there were no shares of Class A ordinary shares issued or outstanding.

As of December 31, 2025 and 2024, 220,000 and nil of Class A ordinary shares issued or outstanding, respectively.

Ordinary Shares —The Company is authorized to issue a total of 50,000,000 Class B ordinary shares at par value of $ 0.0001

As of December 31, 2024, the Company issued 1,437,500 Class B ordinary shares to its Sponsor for $ 25,000 , or approximately

As of December 31, 2025 and 2024, the Company issued 1,437,500 Class B ordinary shares to its Sponsor for $ 25,000 , or approximately

$ 0.017 per share.

The Initial Shares include an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option

is not exercised by the underwriters in full.

As of the issuance of this annual report, the over-allotment option was expired and no

over-allotment was exercised.

The Initial Shares include an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option is

not exercised by the underwriters in full.

As of the issuance of this report, the over-allotment option was expired and no over-allotment

was exercised.

Prior to the closing of initial business combination, only holders of Class B ordinary shares will be entitled to vote

on the appointment and removal of directors.

Holders of public shares will not be entitled to vote on such matters during such time.

provisions of amended and restated memorandum and articles of association relating to these rights of holders of Class B ordinary shares

may be amended by a special resolution passed by the affirmative vote of at least 90 % of such shareholders as, being entitled to do so,

vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company, or by way of unanimous written

ACQUISITION CORP.

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a statutory merger or consolidation with another company.

Note 8 - Subsequent Events

On January 16, 2025, the Company consummated its

IPO of 5,000,000 units (the “Public Units”).

Each Public Unit consists of one Class A ordinary share of the Company, par value

US$ 0.0001 per share (“Ordinary Share”) and one right to receive one-seventh (1/7) of one Ordinary Share upon the consummation

of an initial business combination.

The Public Units were sold at an offering price of $ 10.00 per Public Unit, generating gross proceeds

of $ 50,000,000 .

The Company granted the underwriter a 45 -day option to purchase up to an additional

750,000 Units at the IPO price to cover over-allotments.

As of the issuance of this annual report, the option was expired, and no over-allotments

was exercised.

Simultaneously with the closing of the IPO on

January 16, 2025, the Company consummated the Private Placement with Ribbon Investment Company Ltd, its Sponsor, of 220,000 Private Units

at a price of $ 10.00 per Private Unit, generating total gross proceeds of $ 2,200,000 .

16, 2025, the Sponsor surrendered to the Company for cancellation 187,500 shares of Class B ordinary shares for no consideration, resulting

in the Sponsor owning 1,250,000 shares of Class B ordinary shares (up to 187,500 shares of which were subject to forfeiture to the extent

that the underwriters’ over-allotment option is not exercised).

A total of $ 50,000,000 of the net proceeds from

the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders,

with Odyssey Trust Company acting as trustee.

On March 13, 2025, the Company announced that

holders of the Company’s units may elect to separately trade the ordinary shares and rights included in its units, with such trading

having commenced on March 7, 2025.

As of December

31 , 2025, there were 5,000,000 public rights and 220,000 private rights include in the Placement Units outstanding.

Except in cases

where the Company is not the surviving company in a business combination, each holder of a right will receive one-seventh (1/7) of an

ordinary share (the “Rights”) upon consummation of the initial business combination.

In the event the Company will not be

the surviving company upon completion of our initial business combination, each holder of a right will be required to affirmatively convert

his, her or its rights in order to receive the one-seventh (1/7) of a share of the Company underlying each right upon consummation of

the business combination unless otherwise waived in the course of the business combination.

No fractional shares will be issued upon exchange

No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon

consummation of a business combination.

Fractional shares will either be rounded down to the nearest whole share or otherwise addressed

in accordance with the applicable provisions of Cayman Law.

If the Company is unable to complete an initial Business Combination within

the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such

funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account

with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver

securities to the holders of the rights upon consummation of an initial Business Combination.

Accordingly, the rights may expire worthless.

ACQUISITION CORP.

TO FINANCIAL STATEMENTS

Note 8 - Segment Reporting

280, Segment Reporting, establishes standards for companies to report, in their financial statements, information about operating segments,

products, services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise that engage in

business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available

that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and

assess performance.

The Company’s

chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the assets, operating

results, and financial metrics for the Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company only has one reporting segment.

assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on

the statement of operations as net income or loss.

The measure of segment assets is reported on the balance sheet as total assets.

evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics

included in net income or loss and total assets.

measures of segment profit or loss reviewed by the CODM are administrative fee .

Administrative

fee is reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination

or similar transaction within the business combination period.

The CODM also reviews Administrative fee to manage, maintain and enforce

all contractual agreements to ensure expenses are aligned with all agreements and budget.

Formation costs, as reported on the statement

of operations, are the significant segment expenses provided to the CODM on a regular basis.

segment items included in net loss are reported on the statement of operations and described within their respective disclosures.

9 - Subsequent Events

On January 9, 2026, the Company held a special

meeting of shareholders, in connection with which holders of 1,436,867 Class A ordinary shares exercised their right to redeem their shares

for a pro rata portion of the funds held in the Company’s trust account.

As a result, an aggregate amount of approximately $ 14,937,326

(approximately $ 10.395761 per share) was withdrawn from the trust account to pay such redeeming shareholders.

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were

available to be issued.

Based upon this review, except for the events mentioned, the Company did not identify any other subsequent events

that would have required adjustment or disclosure in the financial statements.

Based upon this review, except for the events mentioned in Note 1 and Note 6, the Company did not identify any

other subsequent events that would have required adjustment or disclosure in the financial statements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures