Ribbon Acquisition Corp. Schedule 13G shows Hudson Bay Capital Management LP and Sander Gerber collectively report beneficial ownership of 250,000 shares of Class A Ordinary Shares, representing 5.22% of the 4,793,446 shares outstanding as of March 31, 2026. The shares are held in the name of HB Strategies LLC, for which the Investment Manager serves as investment manager.
The filing states that Mr. Gerber is the managing member of Hudson Bay Capital GP LLC and that he disclaims beneficial ownership of the reported shares. Shared voting and dispositive power of 250,000 is shown on the cover-page rows referenced in Item 4.
Positive
None.
Negative
None.
Insights
Hudson Bay reports a passive >5% stake via HB Strategies LLC.
The filing lists 250,000 shares (5.22%) of Class A Ordinary Shares as beneficially owned by HB Strategies LLC with voting and dispositive power reported as shared. The percentage is calculated on an outstanding base of 4,793,446 shares as of March 31, 2026.
Ownership is reported under Schedule 13G conventions; Mr. Gerber disclaims beneficial ownership and the Investment Manager is named as manager. Future disclosures or amendments would show changes to position or voting arrangements.
Filing emphasizes manager-held position and a disclaimer by the individual.
The Investment Manager holds the securities in the name of HB Strategies LLC and may be deemed beneficial owner; Mr. Gerber, as managing member, disclaims beneficial ownership per the statement. The filing includes joint acquisition language under Rule 13d-1(k) for coordinated reporting.
Materiality is procedural: this is a passive Schedule 13G disclosure that notifies the market of a >5% position. Subsequent amendments will identify any change in percent, holdings, or voting authority.
Key Figures
Shares reported:250,000 sharesPercent of class:5.22%Shares outstanding:4,793,446 shares
3 metrics
Shares reported250,000 sharesBeneficially owned by HB Strategies LLC (reported on cover page)
Percent of class5.22%Calculated on 4,793,446 Class A shares outstanding as of March 31, 2026
Shares outstanding4,793,446 sharesOutstanding as of March 31, 2026 per Company 10-K
Key Terms
Schedule 13G, Beneficial ownership, Shared dispositive power
3 terms
Schedule 13Gregulatory
"Joint Acquisition Statement pursuant to Rule 13d-1(k)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Beneficial ownershipfinancial
"Amount beneficially owned: The information required by Item 4(a) is set forth"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
What stake does Hudson Bay report in Ribbon Acquisition Corp. (RIBB)?
Hudson Bay reports beneficial ownership of 250,000 shares, equal to 5.22% of the 4,793,446 Class A shares outstanding as of March 31, 2026. The shares are held in the name of HB Strategies LLC and reported under Schedule 13G.
Who filed the Schedule 13G for RIBB and where are the shares held?
The statement was filed by Hudson Bay Capital Management LP and Sander Gerber. The securities are held in the name of HB Strategies LLC, for which the Investment Manager serves as investment manager.
Does Sander Gerber claim beneficial ownership of the reported shares?
No. The filing states that Sander Gerber disclaims beneficial ownership of the securities, while identifying his role as managing member of Hudson Bay Capital GP LLC, the general partner of the Investment Manager.
What voting and disposition powers are reported in the filing?
The cover-page rows incorporated by reference show shared voting power of 250,000 and shared dispositive power of 250,000. Specific sole powers are reported as zero in the incorporated cover-page rows.
What is the filing date and reference period for the outstanding share count?
The filing references an outstanding share count of 4,793,446 Class A shares as of March 31, 2026, sourced from the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed March 31, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ribbon Acquisition Corp.
(Name of Issuer)
Class A Ordinary Shares, $0.0001 par value
(Title of Class of Securities)
G7552W125
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G7552W125
1
Names of Reporting Persons
Hudson Bay Capital Management LP
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
250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
250,000.00
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)
5.22 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G7552W125
1
Names of Reporting Persons
Sander Gerber
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
250,000.00
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)
5.22 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Ribbon Acquisition Corp.
(b)
Address of issuer's principal executive offices:
Central Park Tower LaTour Shinjuku, Room 3001 6-15-1 Nishi Shinjuku, Shinjuku-ku, Tokyo 160-0023 Japan
Item 2.
(a)
Name of person filing:
This statement is filed by Hudson Bay Capital Management LP (the "Investment Manager") and Mr. Sander Gerber ("Mr. Gerber"), who are collectively referred to herein as "Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 290 Harbor Dr., Stamford, CT 06902.
(c)
Citizenship:
The Investment Manager is a Delaware limited partnership. Mr. Gerber is a United States citizen.
(d)
Title of class of securities:
Class A Ordinary Shares, $0.0001 par value
(e)
CUSIP Number(s):
G7552W125
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 4,793,446 Class A ordinary shares, par value $0.0001 (the "Class A Ordinary Shares") of Ribbon Acquisition Corp. (the "Company") outstanding as of March 31, 2026, as reported in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 31, 2026.
The Investment Manager serves as the investment manager to HB Strategies LLC, in whose name the securities reported herein are held. As such, the Investment Manager may be deemed to be the beneficial owner of all Class A Ordinary Shares held by HB Strategies LLC. Mr. Gerber serves as the managing member of Hudson Bay Capital GP LLC, which is the general partner of the Investment Manager. Mr. Gerber disclaims beneficial ownership of these securities.
(b)
Percent of class:
5.22%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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(a).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
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.
Hudson Bay Capital Management LP
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, Authorized Signatory
Date:
05/12/2026
Sander Gerber
Signature:
/s/ Sander Gerber
Name/Title:
Sander Gerber, individually
Date:
05/12/2026
Exhibit Information
EXHIBIT 99.1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: May 12, 2026
HUDSON BAY CAPITAL MANAGEMENT LP
By: /s/ Sander Gerber
Name: Sander Gerber
Title: Authorized Signatory
/s/ Sander Gerber
SANDER GERBER
