Westchester Capital Management, LLC and three affiliated entities filed an amended beneficial ownership statement with the SEC on November 13, 2026, disclosing a 0.0% position in Ribbon Acquisition Corporation's Class A ordinary shares as of September 30, 2026.

Key Highlights

  • Four reporting persons: Westchester Capital Management, LLC; Westchester Capital Partners, LLC; Virtus Investment Advisers, LLC; and The Merger Fund each report zero shares beneficially owned.
  • Triggering event date: The date of the event requiring this filing is stated as September 30, 2026.
  • Percent of class: Each of the four reporting persons reports 0.0% of Ribbon Acquisition Corporation's Class A ordinary shares, $0.0001 par value per share (CUSIP G7552W109).
  • All voting and dispositive powers: Sole voting, shared voting, sole dispositive, and shared dispositive power are all reported as 0 for every reporting person.
  • Amendment number: This filing is Amendment No. 1 to a prior statement.
  • Item 5 disclosure: The filing invokes the "Ownership of 5 percent or less of a class" provision under Item 5.

Westchester and Affiliates Report Full Exit from Ribbon Acquisition Ordinary Shares

According to the filing, Ribbon Acquisition Corporation is a special purpose acquisition company whose principal executive offices are located at Central Park Tower LaTour Shinjuku Room 3001, 6-15-1 Nishi Shinjuku, Shinjuku-ku Tokyo 160-0023, Japan. The company's Class A ordinary shares carry a par value of $0.0001 per share and are identified by CUSIP number G7552W109. The amended statement was filed jointly by four entities that the filing describes as potentially constituting a "group" for purposes of Section 13(g)(3) of the Act, while noting that "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."

The filing describes the relationships among the four reporting persons in detail. Virtus Investment Advisers, LLC, a registered investment adviser organized in Delaware, is identified as the investment adviser to The Merger Fund, as well as to The Merger Fund VL, Virtus Westchester Event-Driven Fund, and Virtus Westchester Credit Event Fund. Westchester Capital Management, LLC, also a registered investment adviser, serves as sub-advisor to those same funds plus JNL/Westchester Capital Event Driven Fund, JNL Multi-Manager Alternative Fund, and Principal Funds, Inc. - Global Multi-Strategy Fund. Westchester Capital Partners, LLC acts as investment adviser to Westchester Capital Master Trust. Roy Behren and Michael T. Shannon are identified as Co-Presidents of both Westchester Capital Management, LLC and Westchester Capital Partners, LLC.

As of the September 30, 2026 event date, the filing reports that every category of beneficial ownership, including sole and shared voting power and sole and shared dispositive power, stands at zero for all four reporting persons. The certifying signatories affirm that the securities referenced "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."

What Was Disclosed

Four affiliated investment adviser entities, led by Westchester Capital Management, LLC, filed Amendment No. 1 disclosing that as of September 30, 2026, they collectively hold zero Class A ordinary shares of Ribbon Acquisition Corporation, representing 0.0% of that class.