Ribbon Acquisition Corp. Approves Business Combination, Domestication

What Happened

• On September 10, 2026 Ribbon Acquisition Corp. held an Extraordinary General Meeting; the record date was August 14, 2026. As of the record date there were 5,033,133 ordinary shares outstanding; 3,206,646 shares (≈63.71%) were present or represented, constituting a quorum.
• Shareholders approved all eight proposals, including: (1) a special-resolution to remove the charter’s $5,000,001 net tangible asset (NTA) redemption limitation (NTA Proposal) — For 3,086,536 / Against 120,110; (2) domestication from the Cayman Islands to Delaware (Domestication Proposal) — For 2,835,534 / Against 371,112; (3) approval of the Business Combination Agreement with DRC Medicine (dated June 30, 2025) and related transactions (Business Combination Proposal) — For 2,835,534 / Against 371,112; plus approvals of organizational/governance provisions, Nasdaq-related issuance reservations, the 2026 Incentive Award Plan, election of seven Pubco directors, and an adjournment authority.
• In connection with the meeting, holders of 3,460,471 ordinary shares initially elected redemption for a total of $36,646,387.89 (≈$10.59 per share). Following reversal elections by holders of 30,633 shares, 3,429,838 shares remain subject to redemption (aggregate ≈$36,321,984.42), and about $1,411,594.05 remains in the trust account. The company intends to file a charter amendment with the Cayman Registrar promptly.

Key Details

• Quorum/attendance: 3,206,646 shares present or by proxy (≈63.71% of 5,033,133 outstanding).
• NTA amendment approved: removes the charter restriction that limited redemptions/business combination if NTA would fall below $5,000,001.
• Business Combination: approved with DRC Medicine (agreement dated June 30, 2025); related governance, Nasdaq issuance, and incentive plan approvals all passed (For 2,835,534 / Against 371,112 for those items).
• Redemptions and trust balance: 3,429,838 shares currently subject to redemption (≈$36.32M); trust account balance remaining ≈$1.41M after redemptions and reversals.

Why It Matters

• The approvals clear key corporate and shareholder hurdles for the planned merger with DRC Medicine and domestication to Delaware, meaning the transaction can move forward toward closing subject to remaining closing conditions.
• The NTA amendment changes the charter protections around redemptions: it allows the company to proceed with redemptions and the business combination even if post-redemption NTA falls below $5M, which affects the cash available from the trust that will fund the combined company.
• Large redemptions significantly reduced the trust account (now ≈$1.41M remaining), which is important for investors because the amount left in the trust can affect the combined company's cash runway and capital structure after closing.