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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Sizzle Acquisition Corp. II (Name of Issuer) |
Class A ordinary shares, par value $0.0001 per share (Title of Class of Securities) |
G8193F125 (CUSIP Number) |
04/02/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8193F125 |
| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
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| CUSIP No. | G8193F125 |
| 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
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| CUSIP No. | G8193F125 |
| 1 | Names of Reporting Persons
Robin Shah | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Please see note in Item 4(a).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Sizzle Acquisition Corp. II | |
| (b) | Address of issuer's principal executive offices:
4201 Georgia Avenue NW, Washington DC 20011 | |
| 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, par value $0.0001 per share | |
| (e) | CUSIP No.:
G8193F125 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Tenor Capital Management Company, L.P. - 8.5% Tenor Opportunity Master Fund, Ltd. - 8.5% Robin Shah - 8.5%
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 tenth (1/10) of a Class A ordinary share upon the consummation of an initial business combination, as described in more detail in the Issuer's Prospectus filed with the SEC on April 2, 2025. 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 April 2, 2025 indicating that there are 20,600,000 Units issued and outstanding. | |
| (b) | Percent of class:
Tenor Capital Management Company, L.P. - 8.5% Tenor Opportunity Master Fund, Ltd. - 8.5% Robin Shah - 8.5% | |
| (c) | Number of shares as to which the person has:
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| (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. - 1,750,000 Tenor Opportunity Master Fund, Ltd. - 1,750,000 Robin Shah - 1,750,000 | ||
| (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. - 1,750,000 Tenor Opportunity Master Fund, Ltd. - 1,750,000 Robin Shah - 1,750,000 | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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.
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