RiverNorth discloses 7.66% stake in Ribbon Acquisition (RIBB)

Rhea-AI Filing Summary

RiverNorth Capital Management, LLC reported a significant ownership position in Ribbon Acquisition Corp. common shares. As of December 31, 2025, RiverNorth beneficially owned 400,000 common shares, representing 7.66% of the class. The firm has sole power to vote and dispose of all 400,000 shares and no shared voting or dispositive power.

The filing notes that other persons have the right to receive the proceeds from the sale of these securities, consistent with RiverNorth’s role as an investment adviser. RiverNorth certifies that the shares were acquired and are held in the ordinary course of business, and not for the purpose of changing or influencing control of Ribbon Acquisition Corp.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Ribbon Acquisition Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

G7552W109

(CUSIP Number)

12/31/2025

(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. G7552W109

1

Names of Reporting Persons

RIVERNORTH 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 400,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 400,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

400,000.00

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)

7.66 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Ribbon Acquisition Corp.
(b)	Address of issuer's principal executive offices: CENTRAL PARK TWR LATOUR SHINJUKU RM 3001, 6-15-1 NISHI SHINJUKU, SHINJUKU-KU, TOKYO, M0, 160-0023
Item 2.
(a)	Name of person filing: RiverNorth Capital Management, LLC
(b)	Address or principal business office or, if none, residence: 360 S. Rosemary Avenue, Ste. 1420 West Palm Beach, Florida 33401
(c)	Citizenship: Delaware
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 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: 400,000
(b)	Percent of class: 7.66%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 400,000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 400,000
	(iv) Shared power to dispose or to direct the disposition of: 0
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. Other persons have the right to receive the proceeds from the sale of the securities reported herein.
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. Not applicable.
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group. Not applicable.
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5. 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.

RIVERNORTH CAPITAL MANAGEMENT, LLC

Signature:	/s/ Marcus Collins
Name/Title:	Marcus Collins, General Counsel and Chief Compliance Officer
Date:	02/17/2026

FAQ

What ownership stake in Ribbon Acquisition Corp. (RIBB) did RiverNorth report?

RiverNorth Capital Management, LLC reported beneficial ownership of 400,000 common shares of Ribbon Acquisition Corp., representing 7.66% of the company’s common share class as of December 31, 2025, crossing the 5% threshold that requires a Schedule 13G filing.

Does RiverNorth have voting and dispositive power over its RIBB shares?

Yes. RiverNorth reported sole power to vote and dispose of 400,000 common shares of Ribbon Acquisition Corp., with no shared voting or shared dispositive power. This means RiverNorth alone directs how these shares are voted and whether they are sold.

Is RiverNorth’s Ribbon Acquisition Corp. (RIBB) stake a passive investment?

RiverNorth certified that the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Ribbon Acquisition Corp., indicating a passive investment consistent with a Schedule 13G filing.

Who ultimately benefits from RiverNorth’s 400,000 RIBB shares?

The filing explains that other persons have the right to receive the proceeds from the sale of the reported securities. This reflects RiverNorth’s role as an investment adviser, where underlying clients or funds typically benefit economically from the holdings.

When was RiverNorth’s ownership in Ribbon Acquisition Corp. measured?

RiverNorth’s beneficial ownership of Ribbon Acquisition Corp. common shares was reported as of December 31, 2025. On that date, it held 400,000 shares, amounting to 7.66% of the issuer’s outstanding common shares, triggering the Schedule 13G disclosure requirement.