Ribbon Acquisition Corporation ownership update: a group of related investment advisers and funds report combined holdings and voting/dispositive arrangements in Class A ordinary shares. The filing lists 4,793,446 shares outstanding as of March 31, 2026 and identifies four reporting persons with specific share counts and percentages.
Reported beneficial ownership: Westchester Capital Management, LLC beneficially owns 372,417 shares (7.77% of the class); Virtus Investment Advisers, LLC beneficially owns 344,981 shares (7.20%); The Merger Fund holds 250,715 shares (5.23%); Westchester Capital Partners, LLC holds 3,317 shares (0.07%). The filing discloses how many shares each reporting person has sole and shared voting and dispositive power and states these entities may be considered a group under Section 13(g)(3).
Positive
None.
Negative
None.
Insights
Related advisers and funds report notable passive stakes and shared control signals.
The filing lists concrete ownership positions: Westchester Capital Management, LLC372,417 shares and Virtus Investment Advisers, LLC344,981 shares, with shared voting/dispositive authority noted. These counts are tied to the issuer's stated outstanding share base of 4,793,446 as of March 31, 2026.
Ownership is structured through adviser/sub‑adviser relationships across named funds; the filing states these parties "may be deemed to constitute a 'group'" under the securities law. Subsequent filings would identify any changes in voting alignments or group status.
Schedule 13G disclosure shows passive investment reporting and voting/dispositive splits.
The statement attributes sole and shared voting and dispositive powers for each reporting person (for example, Westchester shows 27,436 sole and 344,981 shared voting power). It also ties percentages to the specified outstanding share count as of March 31, 2026.
Filing language preserves that the parties "may be deemed" a group but expressly disclaims that the filing should be construed as an admission of group acting. Monitor future amendments or joint schedules for any change in group characterization.
Key Figures
Shares outstanding:4,793,446 sharesWestchester Capital Management ownership:372,417 sharesVirtus Investment Advisers ownership:344,981 shares+4 more
7 metrics
Shares outstanding4,793,446 sharesas of March 31, 2026
Westchester Capital Management ownership372,417 shares7.77% of class
Virtus Investment Advisers ownership344,981 shares7.20% of class
The Merger Fund ownership250,715 shares5.23% of class
Westchester Capital Partners ownership3,317 shares0.07% of class
Westchester sole voting power27,436 sharessole voting power reported for Westchester Capital Management
Shared voting/dispositive power344,981 sharesshared voting and dispositive power reported by Westchester/Virtus
Key Terms
beneficially owned, shared dispositive power, Schedule 13G, group under Section 13(g)(3)
4 terms
beneficially ownedregulatory
"Amount beneficially owned: Westchester Capital Management, LLC: 372,417"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
shared dispositive powerregulatory
"Shared Dispositive Power 344,981.00"
Schedule 13Gregulatory
"Item 1. Name of issuer: Ribbon Acquisition Corporation"
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.
group under Section 13(g)(3)regulatory
"these parties may be deemed to constitute a "group" for purposes of Section 13(g)(3)"
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Ribbon Acquisition Corporation
(Name of Issuer)
Class A ordinary shares, $0.0001 par value per share
(Title of Class of Securities)
G7552W109
(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):
G7552W109
1
Names of Reporting Persons
Westchester Capital Management, 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
27,436.00
6
Shared Voting Power
344,981.00
7
Sole Dispositive Power
27,436.00
8
Shared Dispositive Power
344,981.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
372,417.00
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)
7.77 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 4,793,446 Shares outstanding as of March 31, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
G7552W109
1
Names of Reporting Persons
Westchester Capital Partners, 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
3,317.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,317.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,317.00
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)
0.07 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 4,793,446 Shares outstanding as of March 31, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
SCHEDULE 13G
CUSIP Number(s):
G7552W109
1
Names of Reporting Persons
Virtus Investment Advisers, 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
344,981.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
344,981.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
344,981.00
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)
7.20 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: * Based on 4,793,446 Shares outstanding as of March 31, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
The amounts reported on this page are also included in the amounts reported by Westchester Capital Management, LLC on this Schedule 13G.
SCHEDULE 13G
CUSIP Number(s):
G7552W109
1
Names of Reporting Persons
The Merger 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
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
250,715.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
250,715.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
250,715.00
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)
5.23 %
12
Type of Reporting Person (See Instructions)
IV
Comment for Type of Reporting Person: * Based on 4,793,446 Shares outstanding as of March 31, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2026.
The amounts reported on this page are also included in the amounts reported by Virtus Investment Advisers, LLC on this Schedule 13G.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Ribbon Acquisition Corporation
(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 being filed jointly by the following (each, a "Reporting Person," and collectively, the "Reporting Persons"): Westchester Capital Management, LLC ("Westchester"), a Delaware limited liability company, Westchester Capital Partners, LLC ("WCP"), a Delaware limited liability company, Virtus Investment Advisers, LLC ("Virtus"), a Delaware limited liability company, and The Merger Fund ("MF"), a Massachusetts business trust.
Virtus, a registered investment adviser, serves as the investment adviser to MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund ("JNL"), JNL Multi-Manager Alternative Fund ("JARB") and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN"). WCP, a registered investment adviser, serves as investment adviser to Westchester Capital Master Trust ("Master Trust", together with MF, MF VL, EDF, CEF, JNL, JARB and PRIN, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP.
Westchester and WCP often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships described herein, these parties may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act. The filing of this statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.
(b)
Address or principal business office or, if none, residence:
Westchester Capital Management, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Westchester Capital Partners, LLC
100 Summit Lake Drive, Valhalla, NY 10595
Virtus Investment Advisers, LLC
One Financial Plaza, Hartford, CT 06103
The Merger Fund
101 Munson Street, Greenfield, MA 01301-9683
(c)
Citizenship:
Each of Westchester, WCP and Virtus are organized under the laws of the State of Delaware. MF is organized under the laws of the State of Massachusetts.
(d)
Title of class of securities:
Class A ordinary shares, $0.0001 par value per share
(e)
CUSIP Number(s):
G7552W109
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:
Westchester Capital Management, LLC: 372,417
Westchester Capital Partners, LLC: 3,317
Virtus Investment Advisers, LLC: 344,981
The Merger Fund: 250,715
(b)
Percent of class:
Westchester Capital Management, LLC: 7.77%
Westchester Capital Partners, LLC: 0.07%
Virtus Investment Advisers, LLC: 7.20%
The Merger Fund: 5.23%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Westchester Capital Management, LLC: 27,436
Westchester Capital Partners, LLC: 3,317
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(ii) Shared power to vote or to direct the vote:
Westchester Capital Management, LLC: 344,981
Westchester Capital Partners, LLC: 0
Virtus Investment Advisers, LLC: 344,981
The Merger Fund: 250,715
(iii) Sole power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 27,436
Westchester Capital Partners, LLC: 3,317
Virtus Investment Advisers, LLC: 0
The Merger Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Westchester Capital Management, LLC: 344,981
Westchester Capital Partners, LLC: 0
Virtus Investment Advisers, LLC: 344,981
The Merger Fund: 250,715
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.
Not Applicable
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.
Westchester Capital Management, LLC
Signature:
/s/ CaSaundra Wu
Name/Title:
CaSaundra Wu/Chief Compliance Officer
Date:
05/15/2026
Westchester Capital Partners, LLC
Signature:
/s/ CaSaundra Wu
Name/Title:
CaSaundra Wu/Chief Compliance Officer
Date:
05/15/2026
Virtus Investment Advisers, LLC
Signature:
/s/ Chetram Persaud
Name/Title:
Chetram Persaud/Chief Compliance Officer
Date:
05/15/2026
The Merger Fund
Signature:
/s/ Daphne Chisolm
Name/Title:
Daphne Chisolm/Vice President, Counsel and Assistant Secretary
What ownership stake does Westchester Capital report in RIBB?
Westchester Capital Management reports beneficial ownership of 372,417 shares representing 7.77% of the class based on 4,793,446 shares outstanding as of March 31, 2026. The filing also breaks out sole and shared voting and dispositive powers.
How much does Virtus Investment Advisers own of Ribbon Acquisition (RIBB)?
Virtus Investment Advisers reports beneficial ownership of 344,981 shares, equal to 7.20% of the class using the same outstanding share base dated March 31, 2026. The filing shows these shares are held with shared voting and dispositive authority.
Does the filing say these reporting persons act together for RIBB?
The filing states these parties "may be deemed to constitute a 'group'" under Section 13(g)(3), but also expressly says the statement should not be construed as an admission that they are a group or have agreed to act as one.
What outstanding share base does the Schedule 13G use for percentage calculations?
Percentages are calculated using 4,793,446 shares outstanding as of March 31, 2026, per the issuer's Form 10-K referenced in the filing. Each reporting person's percent is shown against that number.
