[SCHEDULE 13G/A] Real Asset Acquisition Corp. Amended Passive Investment Disclosure
Tenor group reports 1.9% stake in Real Asset Acquisition
Real Asset Acquisition Corp. received Amendment No. 2 to a Schedule 13G from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah regarding their holdings of Class A ordinary shares.
Real Asset Acquisition Corp. received Amendment No. 2 to a Schedule 13G from Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah regarding their holdings of Class A ordinary shares.
The reporting group states beneficial ownership of 330,673 Class A shares, representing 1.9% of the class, with shared voting and dispositive power over all of these shares and no sole power. The position is held by Tenor Opportunity Master Fund, Ltd., with Tenor Capital as investment manager and Robin Shah related through the general partner structure. The ownership percentage is calculated using 17,250,000 shares outstanding as disclosed in Real Asset Acquisition Corp.’s Form 10-Q filed May 15, 2026. The reporting persons expressly disclaim beneficial ownership except to the extent of their pecuniary interest and confirm that they own 5% or less of the class.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:330,673 Class A sharesOwnership percentage:1.9%Shares outstanding:17,250,000 shares+2 more
5 metrics
Shares beneficially owned330,673 Class A sharesBeneficially owned by each reporting person with shared voting and dispositive power
Ownership percentage1.9%Percent of Real Asset Acquisition Corp. Class A shares for each reporting person
Shares outstanding17,250,000 sharesClass A shares issued and outstanding per Form 10-Q filed May 15, 2026
Ownership threshold5 percent or lessReporting persons state ownership of 5 percent or less of the class
Event date06/30/2026Date associated with the Schedule 13G/A Amendment No. 2
"This report shall not be deemed an admission that the Reporting Persons are beneficial owners"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"may be deemed to have shared voting and dispositive power with respect to the Shares"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
dispositive powerfinancial
"shared voting and dispositive power with respect to the Shares owned directly"
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.
pecuniary interestfinancial
"disclaims beneficial ownership of the Shares reported herein except to the extent of the Reporting Person's pecuniary interest"
Schedule 13Gregulatory
"The percentages herein are calculated for purposes of Section 13 of the Securities Exchange Act and Schedule 13G reporting"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What ownership in RAAQ does Tenor Opportunity Master Fund report in this 13G/A?
Tenor Opportunity Master Fund, Ltd. reports beneficial ownership of 330,673 Class A shares of Real Asset Acquisition Corp., representing 1.9% of the outstanding class, with shared voting and dispositive power over all of these shares.
How much of Real Asset Acquisition Corp. (RAAQ) is reported as outstanding?
The filing states that the ownership percentages are based on 17,250,000 Class A shares of Real Asset Acquisition Corp. issued and outstanding, as referenced from the company’s Form 10-Q filed May 15, 2026.
Do the Tenor entities and Robin Shah hold 5% or more of RAAQ?
No. Each reporting person—Tenor Capital, Tenor Opportunity Master Fund, and Robin Shah—reports holding 1.9% of the Class A shares, and the filing confirms ownership of 5 percent or less of the class.
Who actually holds the RAAQ shares reported in this Schedule 13G/A amendment?
The 330,673 Class A shares are held by Tenor Opportunity Master Fund, Ltd. Tenor Capital acts as investment manager, and Robin Shah is connected through the general partner of Tenor Capital, with all reporting persons having shared voting and dispositive power.
Do the RAAQ reporting persons admit full beneficial ownership of the shares?
No. The reporting persons disclaim beneficial ownership of the reported Class A shares, except to the extent of their pecuniary interest, and state that the report is not an admission of beneficial ownership under Section 13.
What type of SEC filing is this for Real Asset Acquisition Corp. (RAAQ)?
This document is Amendment No. 2 to a Schedule 13G for Real Asset Acquisition Corp., updating information on beneficial ownership and voting/dispositive power over its Class A ordinary shares by the Tenor-related reporting persons.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Real Asset Acquisition Corp.
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G73944129
(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):
G73944129
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
330,673.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
330,673.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
330,673.00
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)
1.9 %
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):
G73944129
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
330,673.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
330,673.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
330,673.00
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)
1.9 %
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):
G73944129
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
330,673.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
330,673.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
330,673.00
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)
1.9 %
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:
Real Asset Acquisition Corp.
(b)
Address of issuer's principal executive offices:
174 Nassau Street, Suite 2100
Princeton, New Jersey 08542
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.:
G73944129
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. - 1.9%
Tenor Opportunity Master Fund, Ltd. - 1.9%
Robin Shah - 1.9%
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 15, 2026 indicating that there are 17,250,000 Shares issued and outstanding as of the date of the filing.
(b)
Percent of class:
Tenor Capital Management Company, L.P. - 1.9%
Tenor Opportunity Master Fund, Ltd. - 1.9%
Robin Shah - 1.9%
(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. - 330,673
Tenor Opportunity Master Fund, Ltd. - 330,673
Robin Shah - 330,673
(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. - 330,673
Tenor Opportunity Master Fund, Ltd. - 330,673
Robin Shah - 330,673
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
