| Item 1. | |
| (a) | Name of issuer:
Roman DBDR Acquisition Corp. II |
| (b) | Address of issuer's principal executive
offices:
9858 Clint Moore Road, Suite 205 Boca Raton, FL 33496 |
| 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:
Tenor Capital Management Company, L.P.
Tenor Opportunity Master Fund, Ltd.
Robin Shah
810 Seventh Avenue, Suite 1905, New York, NY 10019 |
| (c) | Citizenship:
Tenor Capital Management Company, L.P. - Delaware, USA Tenor Opportunity Master Fund, Ltd. - Cayman Islands Robin Shah - USA |
| (d) | Title of class of securities:
Class A Ordinary Shares, $0.0001 par value |
| (e) | CUSIP No.:
G7633M120 |
| 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. - 5.1%
Tenor Opportunity Master Fund, Ltd. - 5.1%
Robin Shah - 5.1%
The Class A Ordinary Shares (the "Shares") reported herein are held in the form of units (the "Units"), each Unit consists of one Class A ordinary share of the Issuer and one-half of one redeemable warrant, as described in more detail in the Issuer's Prospectus filed with the SEC on December 13, 2024. The Units 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 reported herein in the form of Units 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 in the form of Units 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 Prospectus, filed on December 13, 2024 indicating that there are 20,000,000 Units issued and outstanding. |
| (b) | Percent of class:
Tenor Capital Management Company, L.P. - 5.1%
Tenor Opportunity Master Fund, Ltd. - 5.1%
Robin Shah - 5.1% % |
| (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. - 1,010,000.00
Tenor Opportunity Master Fund, Ltd. - 1,010,000.00
Robin Shah - 1,010,000.00
|
| | (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. - 1,010,000.00
Tenor Opportunity Master Fund, Ltd. - 1,010,000.00
Robin Shah - 1,010,000.00
|
| 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
|
Rule
13d-1(c)