[SCHEDULE 13G] Spartacus Acquisition Corp. II Passive Investment Disclosure (>5%)
Adage Reports 1.8M Shares (7.83%) in Spartacus Acquisition
Spartacus Acquisition Corp. II reports a 13G filing showing Adage Capital-affiliated reporting persons beneficially own 1,800,000 Class A ordinary shares.
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Spartacus Acquisition Corp. II reports a 13G filing showing Adage Capital-affiliated reporting persons beneficially own 1,800,000 Class A ordinary shares. The filing states this holding represents 7.83% of the company's 23,000,000 Class A ordinary shares outstanding as of March 27, 2026. The reported position is held by Adage Capital Partners, L.P. and reported by Adage Capital Management, L.P., Robert Atchinson and Phillip Gross, each shown with shared voting and shared dispositive power over the 1,800,000 shares.
Insights
Adage reports a meaningful passive stake in Spartacus Acquisition Corp. II.
The filing lists 1,800,000 shares (7.83%) held through Adage Capital Partners, L.P., calculated against 23,000,000 shares outstanding as of March 27, 2026. The ownership is reported as shared voting and shared dispositive power, indicating collective control via the investment structure.
Dependence on periodic disclosures means subsequent filings could change this picture; follow-up filings will show whether the position remains passive or becomes active.
The Schedule 13G presentation is consistent with passive investor reporting conventions.
The statement identifies the reporting persons and the legal entities involved and cites the outstanding share count used to compute 7.83%. The signature block includes individual and entity attestations dated May 13, 2026, and a Joint Filing Agreement is attached as Exhibit 99.1.
Filing form and signatures meet typical Schedule 13G disclosure mechanics; monitor for any amendment or conversion to Schedule 13D if activity changes.
Key Figures
Reported shares held:1,800,000 sharesPercent of class:7.83%Shares outstanding:23,000,000 shares+1 more
4 metrics
Reported shares held1,800,000 sharesClass A ordinary shares held by Adage-affiliated reporting persons
Percent of class7.83%Calculated against 23,000,000 shares outstanding as of <date>March 27, 2026</date>
Shares outstanding23,000,000 sharesOutstanding Class A Ordinary Shares as of <date>March 27, 2026</date> (per Form 10-K)
Filing date / signaturesMay 13, 2026Signatures by Robert Atchinson and Phillip Gross on the Schedule 13G
"This statement is filed by: (i) Adage Capital Management, L.P."
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.
Beneficial ownershipfinancial
"Amount beneficially owned: The information required by Item 4(a) is set forth"
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 dispositive powerregulatory
"Shared Dispositive Power 1,800,000.00"
Joint Filing Agreementlegal
"Exhibit 99.1: Joint Filing Agreement"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Adage report in Spartacus Acquisition Corp. II (TMTS)?
Adage reports beneficial ownership of 1,800,000 Class A shares, equal to 7.83% of 23,000,000 shares outstanding as of March 27, 2026. The position is held via Adage Capital Partners, L.P.
Who are the reporting persons on the Schedule 13G for TMTS?
Adage Capital Management, L.P., together with Robert Atchinson and Phillip Gross, are named reporting persons; signatures are dated May 13, 2026 and a Joint Filing Agreement is included as Exhibit 99.1.
How was the 7.83% ownership percentage calculated?
The filing states the percentage is based on 23,000,000 Class A Ordinary Shares outstanding as of March 27, 2026, as reported in the company’s Form 10-K for the year ended December 31, 2025.
Does the filing indicate sole voting or dispositive power for the reported shares?
No. The filing shows shared voting power and shared dispositive power of 1,800,000 shares for each reporting person; sole voting and sole dispositive power are reported as zero.
Was this Schedule 13G filed as a passive investment disclosure?
Yes. The structure and content follow Schedule 13G reporting conventions for passive or institutional investors; the filing does not assert active control steps in the disclosed excerpt.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Spartacus Acquisition Corp. II
(Name of Issuer)
Class A ordinary shares, par value $0.0001 per share
(Title of Class of Securities)
G8303R126
(CUSIP Number)
03/31/2026
(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):
G8303R126
1
Names of Reporting Persons
Adage Capital Management, 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
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
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)
7.83 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
G8303R126
1
Names of Reporting Persons
Robert Atchinson
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
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
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)
7.83 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
G8303R126
1
Names of Reporting Persons
Phillip Gross
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
1,800,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,800,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,800,000.00
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)
7.83 %
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:
300 N Lamar Blvd, Suite 200, Austin, Texas 78756
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Adage Capital Management, L.P., a Delaware limited partnership ("ACM"), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership ("ACP"), with respect to the Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Spartacus Acquisition Corp. II, a Cayman Islands exempted company (the "Company") directly held by ACP;
(ii) Robert Atchinson ("Mr. Atchinson"), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACA"), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware ("ACPGP"), general partner of ACP, and (2) managing member of Adage Capital Partners, L.L.C., a Delaware limited liability company ("ACPLLC"), general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP; and
(iii) Phillip Gross ("Mr. Gross"), as (1) managing member of ACA, managing member of ACPGP, and (2) managing member of ACPLLC, general partner of ACM, with respect to the Class A Ordinary Shares directly held by ACP.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
The Class A Ordinary Shares have no CUIP number. The CUSIP number for the units which include the Class A Ordinary Shares is G8303R126.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.
(c)
Citizenship:
ACM is a limited partnership organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States.
(d)
Title of class of securities:
Class A ordinary shares, par value $0.0001 per share
(e)
CUSIP Number(s):
G8303R126
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:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 23,000,000 Class A Ordinary Shares outstanding as of March 27, 2026, as reported in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 27, 2026.
(b)
Percent of class:
7.83%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
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.
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.
See Item 2(a).
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 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.
Adage Capital Management, L.P.
Signature:
/s/ Robert Atchinson
Name/Title:
By: Adage Capital Partners, L.L.C., its General Partner, By: Robert Atchinson, its Managing Member
