Tenor Affiliates Disclose 8% Stake in Gesher Acquisition II

Rhea-AI Filing Summary

Gesher Acquisition Corp. II's Schedule 13G/A shows that Tenor Opportunity Master Fund, Ltd., Tenor Capital Management Company, L.P. and Robin Shah report shared voting and dispositive power over 1,200,000 Class A ordinary shares, equal to 8.0% of the outstanding class. The shares are held by the Master Fund; Tenor Capital serves as the Master Fund's investment manager and Robin Shah is the managing member of Tenor Management GP, LLC, which gives the reporting persons shared voting/dispositive claims while they expressly disclaim beneficial ownership except to the extent of any pecuniary interest. The percentage uses an outstanding share count of 14,940,625 reported in the issuer's 10-Q. The filing states the securities were not acquired to effect a change in control.

Positive

• Holds a material minority position of 1,200,000 shares, representing 8.0% of the Class A ordinary shares
• Provides clear disclosure of relationships: the Master Fund holds the shares, Tenor Capital is its investment manager and Robin Shah is the managing member of the general partner

Negative

• No sole voting power reported (0 shares of sole voting power), limiting unilateral influence
• Reporting persons expressly disclaim beneficial ownership except to the extent of any pecuniary interest

Insights

Financial Analyst

TL;DR: Tenor-related entities disclose a material 8.0% stake (1.2M shares) but report no sole control; impact is informational, not a control shift.

The reported 1,200,000 shares represent a notable minority position that exceeds the 5% reporting threshold, making it material for disclosure and shareholder monitoring. Because the filing records 0 shares of sole voting or dispositive power and states the holdings were not acquired to change control, the immediate governance impact appears limited. Investors should view this as a meaningful ownership disclosure without an explicit takeover intent.

Corporate Governance Expert

TL;DR: Shared voting/dispositive power among Tenor entities signals coordinated ownership but the filers disclaim beneficial ownership beyond pecuniary interest.

The structure disclosed — shares held by a Master Fund with Tenor Capital as investment manager and Robin Shah as managing member of the general partner — explains why voting and disposition are reported as shared. The explicit disclaimer of beneficial ownership and the certification that the holdings were not acquired to influence control reduce the likelihood this filing presages activist or control-seeking behavior. This is a governance-material disclosure without attendant governance action.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

Gesher Acquisition Corp. II

(Name of Issuer)

Class A ordinary shares, par value $0.0001 per share

(Title of Class of Securities)

G3852D123

(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. G3852D123

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 1,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,200,000.00

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)

8.0 %

12

Type of Reporting Person (See Instructions)

IA

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

SCHEDULE 13G

CUSIP No. G3852D123

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 1,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,200,000.00

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)

8.0 %

12

Type of Reporting Person (See Instructions)

OO

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

SCHEDULE 13G

CUSIP No. G3852D123

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 1,200,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,200,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,200,000.00

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)

8.0 %

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: Gesher Acquisition Corp. II
(b)	Address of issuer's principal executive offices: 3141 Walnut Street, Suite 203b Denver, CO 80205
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.: G3852D123
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. - 8.0% Tenor Opportunity Master Fund, Ltd. - 8.0% Robin Shah - 8.0% 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 May 14, 2025 indicating that there are 14,940,625 Shares issued and outstanding as of the date of the filing.
(b)	Percent of class: Tenor Capital Management Company, L.P. - 8.0% Tenor Opportunity Master Fund, Ltd. - 8.0% Robin Shah - 8.0%
(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. - 1,200,000 Tenor Opportunity Master Fund, Ltd. - 1,200,000 Robin Shah - 1,200,000
	(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. - 1,200,000 Tenor Opportunity Master Fund, Ltd. - 1,200,000 Robin Shah - 1,200,000
Item 5.	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:	08/14/2025

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	08/14/2025

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	08/14/2025

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

How many Gesher Acquisition Corp. II (GSHRW) shares do Tenor-related filers report?

The filers report shared voting and dispositive power over 1,200,000 shares, equal to 8.0% of the Class A ordinary shares (CUSIP G3852D123).

Who actually holds the reported shares for the Tenor group?

The shares are held by Tenor Opportunity Master Fund, Ltd.; Tenor Capital serves as the fund's investment manager and Robin Shah is a managing member of the general partner.

Do the reporting persons have sole voting or dispositive power over the shares?

No. The filing shows 0 shares of sole voting power and 0 sole dispositive power, with 1,200,000 shares reported as shared voting and dispositive power.

What percentage of the class does the 1,200,000 share position represent?

The position represents 8.0% of the outstanding Class A ordinary shares, calculated using an outstanding share count of 14,940,625 reported in the issuer's 10-Q.

Does the filing indicate intent to change or influence control of the issuer?

The filing includes a certification stating the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.