SCHEDULE 13D/A 0001838395 XXXXXXXX LIVE 11 Common Shares, $0.01 par value 12/30/2025 false 0001847302 87678E107 Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc.

250 Munoz Rivera Avenue 10th Floor San Juan PR 00918

W. Heath Hawk (770) 777-9373 GAM Tower, 2 Tabonuco St., Suite 200 Guaynabo PR 00968 0001838395 N Ocean Capital LLC WC N PR 0.00 2548019.00 0.00 2548019.00 2548019.00 N 8.2 OO Box 13 - The percentages used herein are calculated based upon 30,903,892 shares of common stock outstanding, which represents the shares outstanding as of December 10, 2025, according to the Issuer's proxy statement filed with the Securities and Exchange Commission (the "SEC") on December 23, 2025 (the "Fund Preliminary Proxy"). Y William Heath Hawk WC PF N X1 0.00 2709608.00 0.00 2709608.00 2709608.00 N 8.8 IN Box 8 - Consisting of (i) 161,589 shares held in a joint account of Mr. Hawk and his spouse and (ii) 2,548,019 shares held by Ocean Capital LLC, which are deemed to be beneficially owned by Mr. Hawk in his capacity as managing member of Ocean Capital LLC. Box 10 - Consisting of (i) 161,589 shares held in a joint account of Mr. Hawk and his spouse and (ii) 2,548,019 shares held by Ocean Capital LLC, which are deemed to be beneficially owned by Mr. Hawk in his capacity as managing member of Ocean Capital LLC. Box 13 - The percentages used herein are calculated based upon 30,903,892 shares of common stock outstanding as of December 10, 2025, according to the Fund Preliminary Proxy. Y Roxana Cruz-Rivera OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Y Brent D. Rosenthal OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Y Jose R. Izquierdo II OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Y Ethan A. Danial OO N X1 0.00 713007.00 0.00 713007.00 0.00 N 2.3 IN Box 8 - Consisting of 713,007 shares owned by RAD Investments, LLC, which Mr. Danial, as its manager, may be deemed to beneficially own. Box 10 - Consisting of 713,007 shares owned by RAD Investments, LLC, which Mr. Danial, as its manager, may be deemed to beneficially own. Box 13 - The percentages used herein are calculated based upon 30,903,892 shares of common stock outstanding as of December 10, 2025, according to the Fund Preliminary Proxy. Y Mojdeh L. Khaghan OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Y Ian McCarthy OO N X1 0.00 0.00 0.00 0.00 0.00 N 0 IN Common Shares, $0.01 par value Tax-Free Fixed Income Fund II for Puerto Rico Residents, Inc. 250 Munoz Rivera Avenue 10th Floor San Juan PR 00918 The following constitutes Amendment No. 11 ("Amendment No. 11") to the Schedule 13D filed by the undersigned with the SEC on December 21, 2021, as amended by the Amendment No. 1 filed on December 30, 2021, Amendment No. 2 filed on January 7, 2022, Amendment No. 3 filed on April 28, 2022, Amendment No. 4 filed on June 7, 2022, Amendment No. 5 filed on November 21, 2022, Amendment No. 6 filed on September 14, 2022, Amendment No. 7 filed on December 5, 2023, Amendment No. 8 filed on December 19, 2023, Amendment No. 9 filed on January 10, 2024 and Amendment No. 10 filed on December 30, 2025 (collectively, the "Schedule 13D"). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule 13D. Item 2 is hereby amended and restated as follows: This Schedule 13D is filed by: (i) Ocean Capital LLC, a Puerto Rico limited liability company ("Ocean Capital"); (ii) William Heath Hawk, the managing member of Ocean Capital; (iii) Roxana Cruz-Rivera, as one of Ocean Capital's nominees to the Issuer's Board of Directors (the "Board") for the Issuer's 2022 annual meeting of stockholders (the "2022 Annual Meeting"); (iv) Brent D. Rosenthal, as one of Ocean Capital's nominees for election to the Board for the 2022 Annual Meeting and the Issuer's 2026 annual meeting of stockholders (the "2026 Annual Meeting"); (v) Jose R. Izquierdo II, as one of Ocean Capital's nominees for election to the Board for the 2022 Annual Meeting and the 2026 Annual Meeting; (vi) Ethan A. Danial, as one of Ocean Capital's nominees for election to the Board for the 2022 Annual Meeting and the 2026 Annual Meeting (collectively, with Messrs. Rosenthal and Izquierdo, the "2026 Nominees"); (vii) Mojdeh L. Khaghan, as one of Ocean Capital's nominees for election to the Board for the Issuer's 2024 annual meeting of stockholders (the "2024 Annual Meeting"); and (viii) Ian McCarthy, as one of Ocean Capital's nominees for election to the Board for the 2024 Annual Meeting (collectively, with Ocean Capital, Mr. Hawk, Ms. Cruz-Rivera, Ms. Khaghan and the 2026 Nominees, the "Reporting Persons"). The business address of each of Ocean Capital and Mr. Hawk is GAM Tower, 2 Tabonuco St., Suite 200, Guaynabo, Puerto Rico 00968. The business address of Ms. Cruz-Rivera is 155 Arterial Hostos Golden Court 2, Apt. 216, San Juan, Puerto Rico 00918. The business address of Mr. Rosenthal is 3 Drummond Terrace, Livingston, New Jersey 07039. The business address of Mr. Izquierdo is 1225 Ponce de Leon Ave., Suite 803, San Juan, Puerto Rico 00907. The business address of Mr. Danial is 954 Avenida Ponce De Leon, San Juan, Puerto Rico 00907. The business address of Ms. Khaghan is 5151 Collins Ave., Miami Beach, Florida 33140. The business address of Mr. McCarthy is 1959 Loiza Street, Suite 401, San Juan, Puerto Rico 00911. The principal business of: (i) Ocean Capital is investing in various opportunities in the financial arena and transacting any lawful business in Puerto Rico financial arenas; (ii) Mr. Hawk is serving as President and Chief Executive Officer of First Southern, LLC, a financial services company; (iii) Ms. Cruz-Rivera is being a solo practitioner tax attorney; (iv) Mr. Rosenthal is serving as Founder and Investor at Mountain Hawk Capital Partners, LLC, an investment fund; (iv) Mr. Izquierdo is serving as Managing Member of Main Line Ventures LLC, a consulting firm; (v) Mr. Danial is serving as a Member, Authorized Officer and Manager at RAD Investments, LLC, an investment firm; (vii) Ms. Khaghan is serving as a Principal of the Morgan Reed Group, a diversified real estate and securities investment firm; and (viii) Mr. McCarthy is serving as a Managing Director at Fairview Asset Management, LLC, an investment management services firm. None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Ocean Capital is organized as a limited liability company under the laws of Puerto Rico. Each of Ms. Cruz-Rivera, Ms. Khaghan and Messrs. Hawk, Rosenthal, Izquierdo, Danial and McCarthy is a citizen of the United States of America. Item 4 is hereby supplemented to add the following paragraphs: On December 30, 2025, Ocean Capital sent a letter by email to the Issuer (the "2026 Notice") providing notice of its intent to nominate the 2026 Nominees for election to the Board at the 2026 Annual Meeting, as may be supplemented or amended. The 2026 Nominees' biographies are set forth below. Ethan A. Danial, age 28, is a Puerto Rico-based investment professional with experience in research and trading of defaulted and restructured Puerto Rico municipal bonds. Mr. Danial has been employed as a member, authorized officer and manager at RAD Investments, LLC, an investment firm in Puerto Rico, since January 2019. Additionally, from August 2017 through October 2022, Mr. Danial was the Vice President of Caribbean Capital and Consultancy Corp., an investment firm in Puerto Rico. Since May 20, 2025, Mr. Danial has served as a director of Puerto Rico Residents Tax-Free Fund, Inc. ("PRRTFF I"), Puerto Rico Residents Tax-Free Fund VI, Inc. ("PRRTFF VI"), Tax Free Fund for Puerto Rico Residents, Inc. ("TFF I") and Tax-Free Fixed Income Fund IV for Puerto Rico Residents, Inc. ("Fund IV") and chairman of the board of PRRTFF I, PRRTFF VI and TFF I. Mr. Danial previously served as a director for Campo Caribe LLC, an agricultural business in Puerto Rico, from September 2019 to September 2022. Further, Mr. Danial served as a director at First Puerto Rico Tax-Exempt Target Maturity Fund VII, a Puerto Rico-based investment fund, from November 2020 until June 2021. Prior to Mr. Danial's employment at Caribbean Capital and Consultancy Corp., he earned his B.A. in Mathematics-Statistics from Columbia University in 2017. Since August 2023, Mr. Danial is studying for his J.D. at Harvard Law School. The Nominating Stockholder believes Mr. Danial's investment and research experience with municipal bond funds makes him qualified to serve as a director of the Fund. Jose R. Izquierdo II, age 42, is a San Juan-based attorney with over a decade of experience in both the private and public sectors. Currently, he is the Member and Managing Director of Main Line Ventures, LLC, a firm that counsels corporations, international organizations and world-class athletes on a range of legal, strategic, and developmental matters. Mr. Izquierdo has served at Main Line Ventures, LLC since 2018. Mr. Izquierdo has served on the board of PRRTFF I, PRRTFF VI and TFF I since May 2025 and Puerto Rico Residents Tax-Free Fund IV, Inc. ("PRRTFF IV") since July 2025. Mr. Izquierdo previously served as General Secretary of the World Boxing Organization's Executive Committee, an international non-profit organization. At the government level, Mr. Izquierdo has served as Executive Director of the Puerto Rico Tourism Company, a public corporation responsible for stimulating, promoting and regulating the development of Puerto Rico's tourism industry, from 2017 to 2018, member of the Governor of Puerto Rico's fiscal transition team, member of the Government of Puerto Rico's Economic Development Council, Assistant Secretary of Economic Development and has sat on numerous boards of directors. Mr. Izquierdo previously served as Principal at The Law Offices of Jose R. Izquierdo II. Mr. Izquierdo is a 2005 graduate of Haverford College and holds a Juris Doctorate from the University of Puerto Rico School of Law. The Nominating Stockholder believes Mr. Izquierdo's extensive leadership experience in both the public and private sectors makes him qualified to serve as a director of the Fund. Brent D. Rosenthal, age 53, founded Mountain Hawk Capital Partners, LLC, an investment fund focused on small and microcap equities in the technology, media, telecom and food industries, in 2017. Mr. Rosenthal has served on the board of directors of Pitney Bowes Inc. (NYSE: PBI) since June 2025, Horizon Kinetics Holding Corporation since August 2024 (OTCMKTS: HKHC), Syntec Optics Holdings, Inc. (NASDAQ: OPTX) since April 2023 and PRRTFF I, PRRTFF VI and TFF I since May 2025 and PRRTFF IV since July 2025. Previously he served as a director of FLYHT Aerospace Solutions Ltd (OTCQX: FLYLF) from June 2020 to December 2024, director of RiceBran Technologies (OTCPK: RIBT) from July 2016 to November 2024 and Non-Executive Chairman/Lead Director of comScore, Inc. (NASDAQ: SCOR) from April 2018 to June 2024 and as a director from January 2016 to April 2018. Mr. Rosenthal also served as a director of Rentrak Corporation (NASDAQ: RENT) from 2008 to 2016, as a director to SITO Mobile (NASDAQ: SITO) from August 2016 to July 2018 as well as Adviser to the board of Park City Group, Inc. (NASDAQ: PCYG), the parent company of ReposiTrak Inc., from November 2015 to February 2018. Earlier in his career, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management, an employee-owned investment manager, where he worked from 2002 to 2016, during which time he was an Adviser to the board of directors of Virgin Media (NASDAQ: VMED) and Time Warner Cable (NYSE: TWC). Mr. Rosenthal earned his B.S. from Lehigh University and M.B.A. from the S.C. Johnson Graduate School of Management at Cornell University. He is an inactive Certified Public Accountant. The Nominating Stockholder believes Mr. Rosenthal's extensive leadership experience makes him qualified to serve as a director of the Fund. In connection with the submission of the 2026 Notice, Ocean Capital, Mr. Hawk and the 2026 Nominees filed a preliminary proxy statement with the SEC on December 31, 2025. Item 5 is hereby amended and restated as follows: The aggregate percentage of shares of Common Stock reported to be owned by each Reporting Person based on 30,903,892 shares of common stock outstanding as of December 10, 2025, as disclosed in the Fund Preliminary Proxy. (A). As of the close of business on December 30, 2025, Ocean Capital beneficially owned 2,548,019 shares of Common Stock representing approximately 8.2% of the outstanding Common Stock of the Issuer. (B). As of the close of business on December 30, 2025, William Heath Hawk beneficially owned 2,709,608 shares of Common Stock representing approximately 8.8% of the outstanding Common Stock of the Issuer. (C). As of close of business on December 30, 2025, Ms. Cruz-Rivera beneficially owned 0 shares of Common Stock representing approximately 0.0% of the outstanding Common Stock of the Issuer. (D). As of the close of business on December 30, 2025, Brent D. Rosenthal beneficially owned 0 shares of Common Stock representing approximately 0.0% of the outstanding Common Stock of the Issuer. (E). As of the close of business on December 30, 2025, Jose R. Izquierdo II beneficially owned 0 shares of Common Stock representing approximately 0.0% of the outstanding Common Stock of the Issuer. (F). As of the close of business on December 30, 2025, Ethan A. Danial beneficially owned 713,007 shares of Common Stock representing approximately 2.3% of the outstanding Common Stock of the Issuer. (G). As of the close of business on December 30, 2025, Mojdeh L. Khaghan beneficially owned 0 shares of Common Stock representing approximately 0.0% of the outstanding Common Stock of the Issuer. (H). As of the close of business on December 30, 2025, Ian McCarthy beneficially owned 0 shares of Common Stock representing approximately 0.0% of the outstanding Common Stock of the Issuer. A. Ocean Capital LLC 2,548,019.00 B. William Heath Hawk 2,709,608.00 C. Roxana Cruz-Rivera 0 D. Brent D. Rosenthal 0 E. Jose R. Izquierdo II 0 F. Ethan A. Danial 713,007.00 G. Mojdeh L. Khaghan 0 G. Ian McCarthy 0 A. Ocean Capital Ocean Capital has not transacted in the securities of the Issuer during the past 60 days. B. William Heath Hawk William Heath Hawk has not transacted in the securities of the Issuer during the past 60 days. C. Roxana Cruz-Rivera Roxana Cruz-Rivera has not transacted in the securities of the Issuer during the past 60 days. D. Brent D. Rosenthal Brent D. Rosenthal has not transacted in the securities of the Issuer during the past 60 days. E. Jose R. Izquierdo Jose R. Izquierdo has not transacted in the securities of the Issuer during the past 60 days. F. Ethan A. Danial Neither Mr. Danial nor RAD Investments, LLC, of which Mr. Danial is one of the managers, has transacted in the securities of the Issuer during the past 60 days. G. Mojdeh L. Khaghan Mojdeh L. Khaghan has not transacted in the securities of the Issuer during the past 60 days. H. Ian McCarthy Ian McCarthy has not transacted in the securities of the Issuer during the past 60 days. On January 2, 2026, the Reporting Persons executed a Third Amended and Restated Joint Filing and Solicitation Agreement (the "Joint Filing and Solicitation Agreement") with respect to the joint filing of this Schedule 13D and any amendment thereto, an executed copy of which is attached hereto as Exhibit F. Other than the Joint Filing and Solicitation Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss or the giving or withholding of proxies. Item 7 is hereby supplemented with the following exhibit: Exhibit F: Third Amended and Restated Joint Filing and Solicitation Agreement, dated January 2, 2026. Ocean Capital LLC /s/ William Heath Hawk 01/02/2026 William Heath Hawk /s/ William Heath Hawk 01/02/2026 Roxana Cruz-Rivera /s/ Roxana Cruz-Rivera 01/02/2026 Brent D. Rosenthal /s/ Brent D. Rosenthal 01/02/2026 Jose R. Izquierdo II /s/ Jose R. Izquierdo II 01/02/2026 Ethan A. Danial /s/ Ethan A. Danial 01/02/2026 Mojdeh L. Khaghan /s/ Mojdeh L. Khaghan 01/02/2026 Ian McCarthy /s/ Ian McCarthy 01/02/2026