[SCHEDULE 13G/A] Rigel Resource Acquisition Corp. Units, each consisting of one Class A ordinary share, and one-half of one redeemable warrant SEC Filing

Rhea-AI Filing Summary

Rigel Resource Acquisition Corp. Schedule 13G/A is filed jointly by Westchester Capital Management, Westchester Capital Partners, Virtus Investment Advisers and The Merger Fund regarding the issuer's Class A ordinary shares. Each reporting person discloses zero shares beneficially owned and 0% of the class, based on 2,640,370 shares outstanding as reported in the issuer's quarterly report.

The filing describes advisory and sub-advisory relationships among the parties and notes the Funds directly hold ordinary shares for investors’ benefit. The reporting persons state they may be considered a group but do not admit to group status and certify holdings were acquired in the ordinary course and not to influence control.

Insights

Financial Analyst

TL;DR: Joint Schedule 13G/A reports no beneficial ownership by the named reporting persons, a neutral disclosure for investors.

The filing confirms that Westchester, Westchester Capital Partners, Virtus and The Merger Fund jointly submitted a Schedule 13G/A for Rigel Resource Acquisition Corp.'s Class A ordinary shares and each reports 0 shares and 0% ownership based on the issuer's reported outstanding share count of 2,640,370. The statement describes advisory relationships and indicates the Funds directly hold ordinary shares for the benefit of investors, while the reporting persons disclaim admission of acting as a group. For investors, this is a procedural disclosure confirming reporting relationships with no current voting or dispositive holdings attributable to these reporting persons on this schedule.

Corporate Governance Expert

TL;DR: Governance disclosure shows advisory links but no reported beneficial stake, implying limited immediate governance impact.

The submission details roles of registered investment advisers and sub-advisers and explicitly notes that the Funds directly hold ordinary shares for investors' benefit. Despite these relationships, the Schedule reports that each named reporting person holds 0 shares and none possess voting or dispositive power as reported. The filing also includes the standard certification that the securities were acquired in the ordinary course and not to influence control. This formality clarifies potential group relationships and ownership status without indicating any material change to corporate control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Rigel Resource Acquisition Corp.

(Name of Issuer)

Class A ordinary shares, $0.0001 par value per share

(Title of Class of Securities)

G7573M106

(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. G7573M106

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 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

Comment for Type of Reporting Person: * Based on 2,640,370 Shares outstanding as of May 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.

SCHEDULE 13G

CUSIP No. G7573M106

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 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

Comment for Type of Reporting Person: * Based on 2,640,370 Shares outstanding as of May 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025.

SCHEDULE 13G

CUSIP No. G7573M106

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 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

Comment for Type of Reporting Person: * Based on 2,640,370 Shares outstanding as of May 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. 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 No. G7573M106

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 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

Comment for Type of Reporting Person: * Based on 2,640,370 Shares outstanding as of May 15, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2025. 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: Rigel Resource Acquisition Corp.
(b)	Address of issuer's principal executive offices: 7 Bryant Park, 1045 Avenue of the Americas, Floor 25, New York, New York, 10018
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 No.: G7573M106
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: 0 Westchester Capital Partners, LLC: 0 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
(b)	Percent of class: Westchester Capital Management, LLC: 0.0% Westchester Capital Partners, LLC: 0.0% Virtus Investment Advisers, LLC: 0.0% The Merger Fund: 0.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Westchester Capital Management, LLC: 0 Westchester Capital Partners, LLC: 0 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(ii) Shared power to vote or to direct the vote: Westchester Capital Management, LLC: 0 Westchester Capital Partners, LLC: 0 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(iii) Sole power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 0 Westchester Capital Partners, LLC: 0 Virtus Investment Advisers, LLC: 0 The Merger Fund: 0
	(iv) Shared power to dispose or to direct the disposition of: Westchester Capital Management, LLC: 0 Westchester Capital Partners, LLC: 0 Virtus Investment Advisers, LLC: 0 The Merger Fund: 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.
	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:	08/14/2025

Westchester Capital Partners, LLC

Signature:	/s/ CaSaundra Wu
Name/Title:	CaSaundra Wu, Chief Compliance Officer
Date:	08/14/2025

Virtus Investment Advisers, LLC

Signature:	/s/ Chetram Persaud
Name/Title:	Chetram Persaud, Chief Compliance Officer
Date:	08/14/2025

The Merger Fund

Signature:	/s/ Daphne Chisolm
Name/Title:	Daphne Chisolm, Vice President, Counsel and Assistant Secretary
Date:	08/14/2025

FAQ

Who filed the Schedule 13G/A for Rigel Resource Acquisition Corp. (RRAC)?

The statement was filed jointly by Westchester Capital Management, LLC, Westchester Capital Partners, LLC, Virtus Investment Advisers, LLC, and The Merger Fund.

How many Rigel Resource (RRAC) Class A shares do the reporting persons beneficially own?

Each reporting person discloses 0 shares beneficially owned, representing 0% of the class.

What outstanding share count was used to calculate the 0% ownership in the RRAC filing?

The filing cites an outstanding share count of 2,640,370 shares as reported in the issuer's quarterly report.

Does the filing indicate the reporting persons act as a group for RRAC?

The filing states that, based on relationships described, the parties may be deemed to constitute a 'group' for purposes of the Act, but expressly says the filing should not be construed as an admission that they are a group.

What certification do the filers provide regarding purpose of their holdings?

The filers certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.

When were the signatures on the Schedule 13G/A dated?

Signatures on the filing are dated 08/14/2025 for the respective reporting persons' officers.