EGH Acquisition: Tenor Group Reports 9.2% Stake

EGH Acquisition Corp. ownership update: Tenor Opportunity Master Fund, Ltd., Tenor Capital Management Company, L.P., and Robin Shah each report beneficial interests of 1,425,000 shares, representing 9.2% of the Class A Ordinary Shares.

Rhea-AI Filing Summary

EGH Acquisition Corp. ownership update: Tenor Opportunity Master Fund, Ltd., Tenor Capital Management Company, L.P., and Robin Shah each report beneficial interests of 1,425,000 shares, representing 9.2% of the Class A Ordinary Shares. The filing ties the percentage to 15,500,000 Shares issued and outstanding as of the issuer's 10-K dated March 20, 2026. The report explains that the Shares are held by the Master Fund, that Tenor Capital is the Master Fund's investment manager, and that Robin Shah serves as managing member of the general partner; each reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

Insights

Institutional Ownership Analyst

Major shareholder disclosure: Three related reporting persons each show a 9.2% stake.

The filing lists 1,425,000 shares for Tenor Opportunity Master Fund, Tenor Capital Management and Robin Shah, each labeled as 9.2% based on 15,500,000 shares outstanding as of March 20, 2026. It documents manager/GP relationships linking the holdings to the Master Fund.

Cash‑flow treatment or planned dispositions are not stated in the excerpt; subsequent SEC filings may disclose any sales or amendments. Holder coordination and voting alignment hinge on the manager/GP relationships disclosed here.

Corporate Governance Specialist

Disclosure emphasizes control relationships and disclaimers of beneficial ownership.

The statement clarifies that Tenor Capital acts as investment manager to the Master Fund and that Robin Shah is managing member of the GP, explaining why the Reporting Persons may be deemed to have voting/dispositive power. The report repeats standard Section 13 disclaimers.

Board or governance effects are not asserted in the excerpt; any coordinated voting or nominations would require further filings or disclosures.

Key Figures

Reported shares owned: 1,425,000 shares Percent of class: 9.2% Shares outstanding (source): 15,500,000 shares

3 metrics

Reported shares owned 1,425,000 shares Amount held by Tenor Opportunity Master Fund, Tenor Capital, and Robin Shah

Percent of class 9.2% Percent calculated from 15,500,000 shares outstanding per issuer 10-K

Shares outstanding (source) 15,500,000 shares As stated in the issuer's 10-K filed March 20, 2026

Key Terms

beneficially owned, sole dispositive power, joint filing statement

3 terms

beneficially owned regulatory

"Amount beneficially owned: Tenor Capital Management Company, L.P. - 9.2%"

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 dispositive power regulatory

"Sole Dispositive Power 1,425,000.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

joint filing statement regulatory

"EXHIBIT I - JOINT FILING STATEMENT"

FAQ

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

What stake did Tenor report in EGH Acquisition (EGHA)?

Tenor reports beneficial interests of 1,425,000 shares, equal to 9.2% of the Class A Ordinary Shares. The percentage is calculated from 15,500,000 shares outstanding cited in the issuer's 10-K dated March 20, 2026.

Who holds the shares reported by Tenor in EGHA?

The shares are held by Tenor Opportunity Master Fund, Ltd.; Tenor Capital Management Company, L.P. is the Master Fund's investment manager and Robin Shah is the managing member of the GP. The filing explains these relationships.

Does the filing state Tenor intends to sell EGHA shares?

The excerpt does not state any planned sales or dispositions. It lists current voting and dispositive power figures: 1,425,000 shares sole voting and dispositive power for each reporting person.

How were the percentages calculated in the filing?

Percentages are based on the issuer's 10-K statement that there were 15,500,000 Shares issued and outstanding as of the filing referenced in the amendment. The filing uses that figure to compute 9.2% ownership.

Did the reporting persons claim direct beneficial ownership?

Each reporting person includes a standard disclaimer: they "disclaim beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein." The filing does not assert direct beneficial ownership beyond pecuniary interest.

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

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Accepted by SEC EDGAR 05/15/2026 - 04:36 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)

EGH Acquisition Corp.

(Name of Issuer)

Class A Ordinary Shares, par value $0.0001 per share

(Title of Class of Securities)

G2946P100

(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): G2946P100

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 1,425,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,425,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,425,000.00

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)

9.2 %

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): G2946P100

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 1,425,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,425,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,425,000.00

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)

9.2 %

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): G2946P100

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 1,425,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,425,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,425,000.00

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)

9.2 %

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: EGH Acquisition Corp.
(b)	Address of issuer's principal executive offices: 7901 4th Street North, Suite No. 12820 St. Petersburg, Florida 33702
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.: G2946P100
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. - 9.2% Tenor Opportunity Master Fund, Ltd. - 9.2% Robin Shah - 9.2% The Class A Ordinary shares (the "Shares") reported herein are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's 10-K, filed on March 20, 2026 indicating that there are 15,500,000 Shares issued and outstanding as of the date of the filing.
(b)	Percent of class: Tenor Capital Management Company, L.P. - 9.2% Tenor Opportunity Master Fund, Ltd. - 9.2% Robin Shah - 9.2%
(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. - 1,425,000 Tenor Opportunity Master Fund, Ltd. - 1,425,000 Robin Shah - 1,425,000
	(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. - 1,425,000 Tenor Opportunity Master Fund, Ltd. - 1,425,000 Robin Shah - 1,425,000
	(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.
	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 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:	05/15/2026

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	05/15/2026

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	05/15/2026

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT