Red Rock Acquisition Corp.'s Class A common stock (CUSIP 42600H108) is the subject of a joint Schedule 13G/A filed by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC. The filing states that these Reporting Persons collectively hold 0 shares, representing 0% of the outstanding class, and report no sole or shared voting or dispositive power. Item 2 describes the relationships: an investment company and its SEC-registered adviser, plus related control entities that may be deemed control persons of the adviser. The filing includes a certification that the securities are held in the ordinary course of business and not for the purpose of changing or influencing control.
Positive
None.
Negative
None.
Insights
TL;DR: Joint Schedule 13G/A reports zero beneficial ownership, signaling no economic stake or voting influence by the First Trust group.
The filing documents that the First Trust entities collectively report 0 shares (0%) of Red Rock Acquisition Corp. This is a routine disclosure showing the investment adviser relationship and potential control links among the reporting entities, but no current holdings. From an investor-impact perspective, the disclosure is neutral: it neither alters the company cap table nor introduces a new shareholder influence. The certification that holdings are in the ordinary course further supports a non-activist posture.
TL;DR: Reporting Persons are related investment entities with no reported voting or dispositive power over the issuer's shares.
Item 2 identifies the reporting parties and clarifies adviser/subsidiary relationships that can create deemed beneficial ownership in some cases; here, however, the aggregate beneficial ownership is explicitly reported as 0. There is no evidence in the filing of coordination to influence issuer control, and Item 10 certification reiterates ordinary-course holdings. Governance implications are minimal because no shares or voting rights are reported.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Red Rock Acquisition Corp.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share ("Common Stock")
(Title of Class of Securities)
42600H108
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
42600H108
1
Names of Reporting Persons
First Trust Merger Arbitrage Fund
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IV
SCHEDULE 13G
CUSIP No.
42600H108
1
Names of Reporting Persons
First Trust Capital Management L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
42600H108
1
Names of Reporting Persons
First Trust Capital Solutions L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
42600H108
1
Names of Reporting Persons
FTCS Sub GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Red Rock Acquisition Corp.
(b)
Address of issuer's principal executive offices:
195 US HWY 50, SUITE 309, ZEPHYR COVE, NV, 89448
Item 2.
(a)
Name of person filing:
This Schedule 13G/A is being filed jointly by First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP").
(1) VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940.
(2) FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX, and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts").
(3) FTCS, a Delaware limited partnership and control person of FTCM.
(4) Sub GP, a Delaware limited liability company and control person of FTCM.
Each of the persons identified herein is referred to as a "Reporting Person" and, collectively, as the "Reporting Persons." Each of the Reporting Persons is a party to that certain Joint Filing Agreement attached hereto.
(b)
Address or principal business office or, if none, residence:
The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.
(c)
Citizenship:
United States
(d)
Title of class of securities:
Class A Common Stock, par value $0.0001 per share ("Common Stock")
(e)
CUSIP No.:
42600H108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Common Stock of Red Rock Acquisition Corp. (the Issuer)) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Common Stock held in the Client Accounts. As of June 30, 2025 VARBX, FTCM, FTCS and Sub GP collectively owned 0 shares of the outstanding Common Stock of the Issuer.
FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Common Shares reported in this Schedule 13G/A. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Common Shares of the Issuer for their own accounts.
(b)
Percent of class:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(ii) Shared power to vote or to direct the vote:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iii) Sole power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 0
(iv) Shared power to dispose or to direct the disposition of:
VARBX: 0
FTCM, FTCS and Sub GP: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
See Item 4.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 2.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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