SCHEDULE: Stablecoin Development Corp: R01 Fund Boosts Stake

R01 Fund LP and associated entities have increased their beneficial ownership in Stablecoin Development Corp to 48.4% following the vesting of pre-funded warrants.

Summary

• This filing is an amendment (Amendment No. 7) to a Schedule 13D, reporting changes in beneficial ownership of Stablecoin Development Corp's common stock.
• R01 Fund LP, R01 Capital LLC, and R01 Capital Manager LLC now collectively beneficially own 49,508,502 shares of common stock, representing approximately 48.4% of the outstanding shares.
• This increase is due to the vesting of the second tranche of pre-funded warrants, which allows for the purchase of 16,103,992 shares.
• Michael Kazley beneficially owns an aggregate of 53,627,330 shares, representing approximately 52.4% of the outstanding shares.
• The percentage calculations are based on 50,449,780 shares of common stock outstanding as of June 15, 2026.
• A 'group' for reporting purposes includes R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC, Michael Kazley, Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer, and Michael Ernest Anderson.
• The reporting persons disclaim beneficial ownership of shares except to the extent of their pecuniary interest.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing, as it primarily reports a change in ownership structure due to warrant vesting rather than providing operational or financial performance updates.

Positives

• Significant increase in beneficial ownership by R01 Fund LP and associated entities, indicating strong conviction.
• Vesting of pre-funded warrants suggests progress and fulfillment of prior agreements.
• The group's combined stake of over 50% (with Kazley's shares) suggests significant control and influence.

Negatives

• The filing does not contain financial performance data, making it difficult to assess the company's operational health.
• The complex group structure and disclaimers of beneficial ownership could indicate potential governance complexities.

Risks

• Potential for increased scrutiny from regulators due to the significant ownership stake and group formation.
• Concentration of ownership could lead to challenges in independent board decision-making.
• The nature of 'pre-funded warrants' and their vesting schedule implies a prior financing event that may have had its own set of risks.

Future Outlook

The filing primarily concerns changes in beneficial ownership and does not provide forward-looking financial guidance or strategic outlook for Stablecoin Development Corp.

Management Comments

• The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.

Industry Context

StockSavvy.ai notes that significant shifts in beneficial ownership, particularly through warrant vesting, are common in early-stage or venture-backed companies, often signaling a transition phase or consolidation of control.

Corporate Governance

Stakeholder Impact

• Shareholders: Potential for increased influence by the R01 group and Michael Kazley, which could impact future strategic decisions and share value.
• Management/Board: May face increased pressure or influence from the dominant ownership group.
• Creditors/Suppliers: Stability of the company may be perceived differently based on the consolidated ownership structure.

Next Steps

• Continued monitoring of Stablecoin Development Corp's filings for further ownership changes or operational updates.
• Potential for the 'group' to exert greater influence on corporate strategy and governance.

Key Dates

Keywords

Schedule 13D, Beneficial Ownership, Pre-funded Warrants, Stablecoin Development Corp, R01 Fund LP, Vesting, Common Stock, Group Filing