Dune Acquisition II holders report stake reduced to 0%

Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah report that they no longer beneficially own any Class A ordinary shares of Dune Acquisition Corp II.

Rhea-AI Filing Summary

Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah report that they no longer beneficially own any Class A ordinary shares of Dune Acquisition Corp II. Each reporting person discloses 0 shares beneficially owned, representing 0.0% of the class, with no sole or shared voting or dispositive power over any shares. The filing is a joint Schedule 13G/A indicating ownership of 5 percent or less of the class, signed by Robin Shah in his respective capacities for the entities and individually.

Key Figures

Tenor Capital shares owned: 0 Tenor Capital ownership percentage: 0.0% Tenor Opportunity Fund shares owned: 0 +3 more

6 metrics

Tenor Capital shares owned 0 Class A ordinary shares beneficially owned by Tenor Capital Management Company, L.P.

Tenor Capital ownership percentage 0.0% Percent of Class A ordinary shares held by Tenor Capital Management Company, L.P.

Tenor Opportunity Fund shares owned 0 Class A ordinary shares beneficially owned by Tenor Opportunity Master Fund, Ltd.

Tenor Opportunity Fund ownership percentage 0.0% Percent of Class A ordinary shares held by Tenor Opportunity Master Fund, Ltd.

Robin Shah shares owned 0 Class A ordinary shares beneficially owned by Robin Shah

Robin Shah ownership percentage 0.0% Percent of Class A ordinary shares held by Robin Shah

Key Terms

Schedule 13G/A, beneficially owned, sole voting power, dispositive power, +1 more

5 terms

Schedule 13G/A regulatory

"The filing is a joint Schedule 13G/A indicating ownership of 5 percent or less"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

beneficially owned financial

"Each reporting person discloses 0 shares beneficially owned, representing 0.0% of the class"

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.

sole voting power financial

"Each reports 0 shares with sole voting power and 0 with shared voting power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

dispositive power financial

"No sole or shared dispositive power is reported over any Class A ordinary shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

Ownership of 5 percent or less of a class regulatory

"Item 5 refers to Ownership of 5 percent or less of a class"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does Schedule 13G/A for CCAQ report about Tenor Capital’s holdings?

It reports that Tenor Capital and related filers now hold 0 Class A shares of Dune Acquisition Corp II, representing 0.0% of the class, with no voting or dispositive power over any shares.

Who are the reporting persons on the CCAQ Schedule 13G/A amendment?

The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. All three report 0 shares beneficially owned and 0.0% of the Class A ordinary shares.

What percentage of Dune Acquisition Corp II does Tenor Capital now own?

Tenor Capital Management Company, L.P. reports owning 0.0% of Dune Acquisition Corp II’s Class A ordinary shares, with 0 shares beneficially owned and no sole or shared voting or dispositive power.

What does ‘Ownership of 5 percent or less of a class’ mean in the CCAQ filing?

It indicates the filers’ holdings are now at or below the 5% reporting threshold. In this case, Tenor Capital, its fund, and Robin Shah each report 0 shares and 0.0% of the Class A ordinary shares.

Who signed the CCAQ Schedule 13G/A and in what capacities?

The amendment is signed by Robin Shah three times: as Managing Member of Tenor Capital’s general partner, as Authorized Signatory for Tenor Opportunity Master Fund, Ltd., and in his individual capacity, all dated 08/14/2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/14/2026 - 02:05 PM Accepted by SEC EDGAR 08/14/2026 - 02:04 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Dune Acquisition Corp II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G2867S125

(CUSIP Number)

06/30/2026

(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): G2867S125

1

Names of Reporting Persons

Tenor Capital Management Company, L.P.

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)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP Number(s): G2867S125

1

Names of Reporting Persons

Tenor Opportunity Master Fund, Ltd.

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

CAYMAN ISLANDS

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)

0.0 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP Number(s): G2867S125

1

Names of Reporting Persons

Robin Shah

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 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)

0.0 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Dune Acquisition Corp II
(b)	Address of issuer's principal executive offices: 700 S. Rosemary Avenue, Suite 204 West Palm Beach, Florida 33401
Item 2.
(a)	Name of person filing: Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah
(b)	Address or principal business office or, if none, residence: 810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)	Citizenship: Tenor Capital Management Company, L.P. - Delaware Tenor Opportunity Master Fund, Ltd. - Cayman Islands Robin Shah - USA
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(e)	CUSIP No.: G2867S125
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: Tenor Capital Management Company, L.P. - 0.0% Tenor Opportunity Master Fund, Ltd. - 0.0% Robin Shah - 0.0%
(b)	Percent of class: Tenor Capital Management Company, L.P. - 0.0% Tenor Opportunity Master Fund, Ltd. - 0.0% Robin Shah - 0.0%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(ii) Shared power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(iii) Sole power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(iv) Shared power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 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 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.

Tenor Capital Management Company, L.P.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Date:	08/14/2026

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	08/14/2026

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	08/14/2026

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT