Tenor's 7.3% Stake in Real Asset Acquisition Clarified in 13G/A

Rhea-AI Filing Summary

Real Asset Acquisition Corp reports that Tenor Opportunity Master Fund, managed by Tenor Capital Management and connected to Robin Shah, holds 1,250,000 Class A ordinary shares, representing 7.3% of the outstanding class. The shares are held by the Master Fund, with Tenor Capital serving as investment manager and Robin Shah as managing member of Tenor's GP, which gives the Reporting Persons shared voting and dispositive power over the reported shares. The percentage is calculated using 17,250,000 shares outstanding per the issuer's 10-Q. The filing disclaims sole beneficial ownership and certifies the position was not acquired to change control.

Positive

• Material disclosure of 1,250,000 shares representing 7.3% of the class, exceeding the 5% reporting threshold
• Clear identification of the ownership chain: Master Fund holder, Tenor Capital as manager, and Robin Shah as GP managing member
• Certification that the position was not acquired to change or influence control, clarifying intent

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 7.3% stake (1.25M shares) provides transparency but is presented as non-control; material but not clearly activist.

The Schedule 13G/A shows a block holding of 1,250,000 shares, equal to 7.3% of the Class A ordinary shares based on 17,250,000 outstanding shares reported in the issuer's 10-Q. Tenor Capital is the investment manager to the Master Fund and Robin Shah is the managing member of the GP, creating shared voting and dispositive power. The statement and certification indicate the position was not acquired to influence control, which typically reflects passive reporting; this is a material ownership disclosure for investors monitoring significant holders.

Corporate Governance Expert

TL;DR: Joint filing clarifies ownership chain and shared authority, reducing uncertainty about who can vote or dispose of the 7.3% stake.

The document identifies the reporting persons and the ownership chain: Tenor Opportunity Master Fund holds the shares, Tenor Capital serves as investment manager, and Robin Shah is the managing member of the GP. The filing specifies shared voting and shared dispositive power of 1,250,000 shares and includes a disclaimer of sole beneficial ownership. For governance purposes, this disclosure informs shareholders about a single economic interest above the 5% threshold while stating no intent to change control.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

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)

06/30/2025

(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. 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 1,250,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,250,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

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)

7.3 %

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. 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 1,250,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,250,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

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)

7.3 %

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. 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 1,250,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,250,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,250,000.00

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)

7.3 %

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, NJ 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. - 7.3% Tenor Opportunity Master Fund, Ltd. - 7.3% Robin Shah - 7.3% 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 June 12, 2025 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. - 7.3% Tenor Opportunity Master Fund, Ltd. - 7.3% Robin Shah - 7.3%
(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. - 1,250,000 Tenor Opportunity Master Fund, Ltd. - 1,250,000 Robin Shah - 1,250,000
	(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. - 1,250,000 Tenor Opportunity Master Fund, Ltd. - 1,250,000 Robin Shah - 1,250,000
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 RAAQW shares does Tenor report owning?

The filing reports 1,250,000 shares, representing 7.3% of the Class A ordinary shares.

Who are the reporting persons on the Schedule 13G/A for RAAQW?

The reporting persons are Tenor Capital Management Company, L.P., Tenor Opportunity Master Fund, Ltd., and Robin Shah.

What basis was used to calculate the 7.3% ownership in RAAQW?

The percentage is calculated using 17,250,000 shares outstanding as stated in the issuer's 10-Q, per the filing.

Does any reporting person have sole voting or dispositive power over the shares?

No. The filing shows 0 shares with sole voting or dispositive power and 1,250,000 shares with shared voting and dispositive power.

Does the filing indicate an intent to influence control of Real Asset Acquisition Corp (RAAQW)?

The filing includes a certification stating the securities were not acquired and are not held to change or influence control of the issuer.

When were the signatures on the filing dated?

The joint filing is signed by the reporting persons with signature dates shown as 08/14/2025 in the document.