EGH Acquisition Corp. (EGHA) received a new Schedule 13G reporting a 7.8% ownership stake in its Class A ordinary shares. The filing shows that Tenor Opportunity Master Fund, Ltd., advised by Tenor Capital Management Company, L.P., holds 1,208,655 Class A shares.
Tenor Capital, Tenor Opportunity Master Fund, and Robin Shah each report 7.8% beneficial ownership and sole voting and dispositive power over 1,208,655 shares, while disclaiming beneficial ownership beyond their pecuniary interest. The reported percentage is based on 15,500,000 Class A shares stated as issued and outstanding in the issuer’s 10-Q filed on November 12, 2025.
The filer certifies the shares were not acquired and are not held for the purpose of changing or influencing control of EGH Acquisition Corp., and are not part of a control-related transaction.
Positive
None.
Negative
None.
Insights
A passive 7.8% holder in EGHA is disclosed without control intent.
The Schedule 13G shows Tenor Opportunity Master Fund, Ltd., advised by Tenor Capital Management Company, L.P., reporting beneficial ownership of 1,208,655 Class A shares, or 7.8% of EGH Acquisition Corp.’s outstanding Class A stock.
Control is a key question with any >5% stake. Here, the reporting persons certify the position was not acquired to change or influence control, aligning with a passive Schedule 13G rather than an activist 13D. They also formally disclaim beneficial ownership beyond their pecuniary interest.
The ownership percentage is calculated using 15,500,000 Class A shares issued and outstanding as referenced from the issuer’s 10-Q filed on November 12, 2025. Future ownership changes, if material, would typically appear in updated beneficial ownership filings or subsequent company reports.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
EGH Acquisition Corp.
(Name of Issuer)
Class A ordinary shares, $0.0001 Par Value
(Title of Class of Securities)
G2946P100
(CUSIP Number)
01/22/2026
(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)
SCHEDULE 13G
CUSIP No.
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
1,208,655.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,208,655.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,208,655.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
IA
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
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
1,208,655.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,208,655.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,208,655.00
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)
7.8 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Please see note in Item 4(a)
SCHEDULE 13G
CUSIP No.
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
1,208,655.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,208,655.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,208,655.00
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)
7.8 %
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, $0.0001 Par Value
(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. - 7.8%
Tenor Opportunity Master Fund, Ltd. - 7.8%
Robin Shah - 7.8%
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-Q, filed on November 12, 2025 indicating that there are 15,500,000 Shares issued and outstanding.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 7.8%
Tenor Opportunity Master Fund, Ltd. - 7.8%
Robin Shah - 7.8%
(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. - 1,208,655
Tenor Opportunity Master Fund, Ltd. - 1,208,655
Robin Shah - 1,208,655
(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. - 1,208,655
Tenor Opportunity Master Fund, Ltd. - 1,208,655
Robin Shah - 1,208,655
(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
What ownership stake in EGH Acquisition Corp. (EGHA) is reported in this Schedule 13G?
The filing reports beneficial ownership of 1,208,655 Class A ordinary shares, equal to 7.8% of EGH Acquisition Corp.’s outstanding Class A stock. The percentage is based on 15,500,000 shares issued and outstanding, as stated in the company’s 10-Q filed on November 12, 2025.
Who are the reporting persons in the EGH Acquisition Corp. (EGHA) Schedule 13G filing?
The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah. Tenor Capital is the investment manager to the Master Fund, and Shah is the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital, as disclosed.
How many EGH Acquisition Corp. (EGHA) shares does each reporting person control?
Each reporting person—Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah—is reported with sole voting and sole dispositive power over 1,208,655 Class A shares. They report zero shared voting power and zero shared dispositive power over the issuer’s securities in this Schedule 13G.
What percentage of EGH Acquisition Corp. (EGHA) does the 1,208,655-share position represent?
The 1,208,655 Class A ordinary shares represent 7.8% of EGH Acquisition Corp.’s Class A shares. This percentage is calculated using 15,500,000 Class A shares issued and outstanding, as referenced from the issuer’s Form 10-Q filed on November 12, 2025, according to the ownership section.
Is the EGH Acquisition Corp. (EGHA) 7.8% stake intended to influence control of the company?
The certification states the securities were not acquired and are not held for the purpose of changing or influencing control of EGH Acquisition Corp. It also notes they are not held in connection with any control-related transaction, consistent with a passive ownership filing under Schedule 13G rules.
How do the EGH Acquisition Corp. (EGHA) reporting persons describe their beneficial ownership?
The filing explains the shares are held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah in a control role at its general partner. It states the reporting persons may be deemed to share voting and dispositive power but each disclaims beneficial ownership beyond their pecuniary interest.
