{"url_path":"/sec/ribb/8-k/2026-09-11/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of a Matter to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/2035016/0001213900-26-099253-index.html","accession_number":"0001213900-26-099253","cik":"0002035016","ticker":"RIBB","issuer_name":"Ribbon Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2035016/0001213900-26-099253-index.html","primary_entity_key":"0002035016","primary_entity_name":"Ribbon Acquisition Corp."},"word_count":932,"has_tables":true,"body_markdown":"**Item\n5.07 Submission of a Matter to a Vote of Security Holders.**\n\n \n\nOn\nSeptember 10, 2026, Ribbon Acquisition Corp. (the “Company”) held an Extraordinary General Meeting of Shareholders\n(the “Extraordinary General Meeting”). The record date for shareholders entitled to notice of, and to vote at, the Extraordinary\nGeneral Meeting was August 14, 2026. As of the record date, there were 5,033,133 ordinary shares issued and outstanding and entitled\nto vote at the Extraordinary General Meeting. Of these shares, 3,206,646 shares (representing approximately 63.71% of the outstanding\nordinary shares), constituting a quorum, were present by virtual attendance or represented by proxy.\n\n \n\nAt\nthe Extraordinary General Meeting, eight proposals were submitted to the Company’s shareholders, each as described in more detail\nin the Company’s definitive proxy statement. The final voting results were as follows:\n\n \n\n**Proposal\n1 – NTA Proposal**\n\n** **\n\nThe\nCompany’s shareholders approved a proposal, by special resolution, to amend the Company’s Amended and Restated\nMemorandum and Articles of Association (the “Current Charter”) to remove the requirements limiting the Company’s\nability to redeem its ordinary shares and consummate an initial business combination if such redemptions would cause the Company to\nhave less than US$5,000,001 in net tangible assets (the “NTA Proposal”). The votes cast were as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n3,086,536\n \n120,110\n \n0\n\n \n\n**Proposal\n2 – Domestication Proposal**\n\n \n\nThe Company’s shareholders approved a proposal, by special resolution, to transfer the Company by way of continuation, out of the\nCayman Islands and domesticate the Company as a corporation in the State of Delaware, including the filing of a Certificate of Corporate\nDomestication with the Secretary of State of the State of Delaware (the “Domestication Proposal”). The votes cast were as\nfollows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n2,835,534\n \n371,112\n \n0\n\n \n\n**Proposal\n3 – Business Combination Proposal**\n\n \n\nThe Company’s shareholders approved a proposal, by ordinary resolution, to approve the Business Combination Agreement, dated June\n30, 2025 (as amended or supplemented from time to time, the “Business Combination Agreement”), by and among the Company, DRC\nMedicine Ltd., DRC Medicine Inc. (“Pubco”), DRC Merger Inc. and DRC Medicine Holdings Ltd., and the transactions contemplated\nthereby. (collectively, the “Business Combination,” and such proposal, the “Business Combination Proposal”). The\nvotes cast were as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n2,835,534\n \n371,112\n \n0\n\n \n\n1\n\n \n\n \n\nProposal\n4 – Organizational Documents Proposals\n\n \n\nThe Company’s shareholders approved a proposal, by special resolution, certain governance provisions contained in the proposed certificate\nof incorporation of Pubco, which governance provisions were presented as five separate sub-proposals in accordance with the requirements\nof the Securities and Exchange Commission and were voted upon collectively as a single voting item (collectively, the “Organizational\nDocuments Proposals”). The votes cast were as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n2,835,534\n \n371,112\n \n0\n\n \n\nProposal\n5 – Nasdaq Proposal\n\n \n\nThe Company’s shareholders approved a proposal, by ordinary resolution, for purposes of complying with Nasdaq Listing Rule 5635,\nto approve the issuance of shares of common stock of Pubco in connection with the Business Combination and the reservation of additional\nshares of common stock of Pubco for issuance pursuant to the Incentive Plan (the “Nasdaq Proposal”). The votes cast were as\nfollows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n2,835,534\n \n371,112\n \n0\n\n \n\nProposal\n6 – Incentive Plan Proposal\n\n \n\nThe Company’s shareholders approved a proposal, by ordinary resolution, to approve the DRC Medicine Inc. 2026 Incentive Award Plan,\nwhich will become effective upon the consummation of the Business Combination (the “Incentive Plan Proposal”). The votes cast\nwere as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n2,835,534\n \n371,112\n \n0\n\n \n\nProposal\n7 – Director Election Proposal\n\n \n\nThe Company’s shareholders approved a proposal, by ordinary resolution, to elect seven directors to serve on the board of directors\nof Pubco, effective upon the consummation of the Business Combination, until their respective successors have been duly elected and qualified\nor until their earlier death, resignation or removal (the “Director Election Proposal”). The votes cast were as follows:\n\n \n\n**Director Nominee**\n \n**For**\n \n**Against**\n \n**Abstain**\n\nNarumi Okazaki\n \n2,835,534\n \n371,112\n \n0\n\nAkira Okada\n \n2,835,534\n \n371,112\n \n0\n\nShigeo Kamitsuji\n \n2,835,534\n \n371,112\n \n0\n\nMasahiro Fujimaki\n \n2,835,534\n \n371,112\n \n0\n\nTakenori Machida\n \n2,835,534\n \n371,112\n \n0\n\nShinji Kaburagi\n \n2,835,534\n \n371,112\n \n0\n\nJohn Nathan Miller\n \n2,835,534\n \n371,112\n \n0\n\n \n\nProposal\n8 – Adjournment Proposal\n\n \n\nThe Company’s shareholders approved a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting to a later\ndate or dates, if necessary or desirable, as determined by the Company’s board of directors (the “Adjournment Proposal”).\nThe votes cast were as follows:\n\n \n\n**For**\n \n**Against**\n \n**Abstain**\n\n2,835,534\n \n371,112\n \n0\n\n \n\nAll eight Proposals were approved. The Company intends to file an amendment to the Current Charter with the Registrar of Companies of\nthe Cayman Islands promptly following the Extraordinary General Meeting.\n\n \n\nIn connection with the Extraordinary General Meeting, holders of 3,460,471 ordinary shares exercised their right to redeem such shares\nfor a pro rata portion of the funds in the Company’s trust account, for an aggregate redemption amount of $36,646,387.89, representing\na per-share redemption price of approximately $10.59. Following the Extraordinary General Meeting, the Company permitted shareholders\nwho had elected to redeem their ordinary shares to reverse their redemption elections. As of the date of this Current Report on Form 8-K,\nholders of 30,633 ordinary shares have validly reversed their redemption elections. After giving effect to such redemption reversals,\n3,429,838 ordinary shares remain subject to redemption, representing an aggregate redemption amount of approximately $36,321,984.42, and\napproximately $1,411,594.05 remains in the Trust Account.\n\n \n\n2\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned hereunto duly authorized.\n\n \n\nRibbon Acquisition Corp.\n \n\n \n \n \n\nBy:\n*/s/ Angshuman\n(Bubai) Ghosh*\n \n\nName:\nAngshuman (Bubai) Ghosh\n \n\nTitle:\nChief Executive Officer\n \n\n \n \n \n\nDate: September 11, 2026\n \n\n \n\n3"}