RIBB 10-K & 10-Q changes, risk factors and insider trading

For the year ended December 31, 2024,2025, we had net loss income of $10,305,$690,218, which consisted of formationoperating costexpenses of $10,305.$1,258,096 and income earned on marketable securities held in Trust Account of $1,948,314

As of December 31, 2024,2025, we had nil$11,497 in cash and and a working capital deficit of $493,967.$556,173. The Company’s liquidity needs prior to the consummation consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Initial shares and the loan under an unsecured promissory note from the Sponsor of $300,000. Subsequent to the consummation of the IPO, the Company expects that it will need additional capital to satisfy its liquidity needs beyond the net proceeds from the consummation of the IPO and the proceeds held outside of the Trust Account for paying existing accounts payable, identifying and evaluating prospective business combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Initial Business Combination. Although certain of the Company’s initial shareholders, officers officers and directors or their affiliates have committed to loan the Company funds from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, there is no guarantee that the Company will receive such funds.

On January 14, 2026, February 17, 2026 and2026, March 17, 2026, April 14, 2026, May 15, 2026, and June 10, 2026, an aggregate of $375,000$750,000 was deposited into the trust account of the Company for the benefit of its public shareholders in connection with a previously approved monthly extension of the period the Company has to consummate its initial business combination.

Subsequent to quarter end, the Company continued to seek shareholder approval of a proposed amendment to the Investment Management Trust Agreement that would revise the monthly contribution payable in connection with each one-month extension to a maximum of $50,000 per month. The extraordinary general meeting relating to that proposal was adjourned multiple times, including to April 13, 2026 and then to September 14, 2026. On AprilJuly 14, 2026, the Company deposited an additional $125,000 into the trust account in connection with another previously approved monthly extension.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 17, 2024 (inception) through March 31,June 30, 2026 have been organizational activities, those necessary to consummate the IPO, and, following the IPO, activities relating to the identification and evaluation of prospective targets for an initial business combination. Since entering into the Business Combination Agreement on June 30, 2025, our activities have been primarily focused on consummating the proposed business combination with DRC Medicine. We do not expect to generate any operating revenues until after the completion of our initial business combination.

For the three months ended MarchJune 31,30, 2026, we had a net incomeloss of $252,755,$19,601, which consisted of operating expenses of $77,786$338,611 and income earned on marketable securities held in Trust Account of $330,541.$319,010.

As of MarchJune 31,30, 2026, we had a working capital deficit of $1,008,960$1,797,571 and net cash used in operating activities of $607,002.$88,766.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.