[SCHEDULE 13G/A] Spartacus Acquisition Corp. II Amended Passive Investment Disclosure
Harraden discloses 3.16% stake in Spartacus Class A
Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. report beneficial ownership of 726,100 Class A shares of Spartacus Acquisition Corp. II, representing 3.16% of the class.
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Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. report beneficial ownership of 726,100 Class A shares of Spartacus Acquisition Corp. II, representing 3.16% of the class. All voting and dispositive power over these shares is shared, with no sole power reported.
The shares are held for several Harraden-affiliated funds, with Harraden Circle Investments, LLC acting as investment manager and Mr. Fortmiller as its managing member. Following an internal reorganization effective June 30, 2026, certain prior reporting persons are no longer beneficial owners. This amendment is characterized as an exit filing, as the reporting persons have ceased to be beneficial owners of more than five percent of the outstanding Class A common stock. The Class A shares now carry CUSIP G8303R100, formerly G8303R126.
Key Figures
Beneficial ownership:726,100 sharesPercent of class:3.16%Shared voting power:726,100 shares+3 more
6 metrics
Beneficial ownership726,100 sharesClass A shares beneficially owned by the reporting persons
Percent of class3.16%Percentage of Spartacus Acquisition Corp. II Class A common stock
Shared voting power726,100 sharesShares over which the reporting persons share voting power
Sole voting power0 sharesShares over which the reporting persons have sole voting power
Effective date of internal reorganization06/30/2026Date on which internal reorganization affecting beneficial ownership became effective
CUSIPG8303R100Current CUSIP for Spartacus Acquisition Corp. II Class A, formerly G8303R126
"have ceased to be the beneficial owners of more than five percent"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerfinancial
"Shared Voting Power 726,100.00"
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 Dispositive Power 726,100.00"
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.
exit filingregulatory
"This Amendment constitutes an exit filing for the Reporting Persons."
Schedule 13Gregulatory
"This Amendment is being filed to report that the Reporting Persons"
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 stake in Spartacus Acquisition Corp. II (TMTS) do the reporting persons disclose?
They report beneficial ownership of 726,100 Class A shares, representing 3.16% of the outstanding class. All voting and dispositive power over these shares is shared between the reporting persons and related investment funds.
Who are the reporting persons in the Spartacus Acquisition Corp. II (TMTS) Schedule 13G/A?
The filing is made on behalf of Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr.. Harraden Circle Investments, LLC acts as investment manager to several Harraden funds, and Mr. Fortmiller is its managing member.
Why is this Schedule 13G/A for Spartacus Acquisition Corp. II (TMTS) described as an exit filing?
It is an exit filing because the reporting persons state they have ceased to be beneficial owners of more than 5% of the outstanding Class A common stock. Their reported ownership stands at 3.16% of the class.
How is voting and dispositive power over TMTS shares allocated for the reporting persons?
The reporting persons disclose 0 shares with sole voting or dispositive power and 726,100 shares with shared voting and shared dispositive power. Control is exercised through Harraden Circle Investments, LLC as investment manager.
What internal changes affected Harraden’s reporting of TMTS ownership?
They reference an internal reorganization effective June 30, 2026. After this reorganization, some prior reporting persons were removed because they were no longer beneficial owners of the securities reported in the Schedule 13G/A.
Which investment funds actually hold the TMTS shares reported in this Schedule 13G/A?
The Class A shares are held for the accounts of Harraden Circle Investors, LP, Harraden Circle Special Opportunities, LP, Harraden Circle Strategic Investments, LP, and Harraden Circle Concentrated, LP, with Harraden Circle Investments, LLC as investment manager.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Spartacus Acquisition Corp. II
(Name of Issuer)
Class A
(Title of Class of Securities)
G8303R100
(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):
G8303R100
1
Names of Reporting Persons
Harraden Circle Investments, LLC
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
726,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
726,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
726,100.00
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)
3.16 %
12
Type of Reporting Person (See Instructions)
OO, IA
SCHEDULE 13G
CUSIP Number(s):
G8303R100
1
Names of Reporting Persons
Frederick V. Fortmiller, Jr.
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
726,100.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
726,100.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
726,100.00
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)
3.16 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Spartacus Acquisition Corp. II
(b)
Address of issuer's principal executive offices:
3800 North Lamar Blvd, Suite 200, Austin, Texas 78756
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of Harraden Circle Investments, LLC ("Harraden Adviser") and Frederick V. Fortmiller, Jr. ("Mr. Fortmiller") (collectively, the "Reporting Persons").
This Statement relates to Shares (as defined herein) held for the accounts of Harraden Circle Investors, LP ("Harraden Fund"), Harraden Circle Special Opportunities, LP ("Harraden Special Op Fund"), Harraden Circle Strategic Investments, LP ("Harraden Strategic Fund"), and Harraden Circle Concentrated, LP ("Harraden Concentrated Fund"). Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals and, in such capacity, exercises voting and dispositive power over the Shares reported herein. Mr. Fortmiller is the managing member of Harraden Adviser.
(b)
Address or principal business office or, if none, residence:
885 Third Avenue, Suite 2600B, New York, NY 10022
(c)
Citizenship:
Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.
(d)
Title of class of securities:
Class A
(e)
CUSIP No.:
G8303R100
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:
726,100
(b)
Percent of class:
3.16 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
726,100
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
726,100
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Certain funds identified in Item 2(a) have the right to receive any dividends from, or the proceeds from the sale of, the securities reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
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 acquired and are held in the ordinary course of business and 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.
Harraden Circle Investments, LLC
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member
Date:
08/14/2026
Frederick V. Fortmiller, Jr.
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr.
Date:
08/14/2026
Comments accompanying signature: This Schedule 13G amends the Schedule 13G filed under Rule 13d-1(c) to remove the reporting persons who, after an internal reorganization effective June 30, 2026, are no longer beneficial owners of the securities reported herein and to change the Rule under which this Schedule 13G is filed to Rule 13d-1(b), because the remaining reporting persons qualify to file Schedule 13G under Rule 13d-1(b).
Explanatory Note: This Amendment is being filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of Class A common stock of the "Issuer". This Amendment constitutes an exit filing for the Reporting Persons.
Explanatory Note: Formerly CUSIP G8303R126.
