Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Stablecoin Development Corp (Name of Issuer) |
Common Stock, $0.01 par value (Title of Class of Securities) |
66987P508 (CUSIP Number) |
R01 FUND LP 1111 Lincoln Road,, Suite 500 Miami Beach,, FL, 33139 305-982-7994 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 66987P508 |
| 1 |
Name of reporting person
R01 Fund LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,429,230.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.
SCHEDULE 13D
|
| CUSIP No. | 66987P508 |
| 1 |
Name of reporting person
R01 Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,429,230.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.
SCHEDULE 13D
|
| CUSIP No. | 66987P508 |
| 1 |
Name of reporting person
R01 Capital Manager LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
33,429,230.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
47.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.
SCHEDULE 13D
|
| CUSIP No. | 66987P508 |
| 1 |
Name of reporting person
Michael Kazley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
37,548,058.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
50.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value | |
| (b) | Name of Issuer:
Stablecoin Development Corp | |
| (c) | Address of Issuer's Principal Executive Offices:
2000 POWELL STREET, SUITE 1150, EMERYVILLE,
CALIFORNIA
, 94608. | |
Item 1 Comment:
Explanatory Note: This Amendment No. 5 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025, as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 20, 2026, as amended and supplemented by that certain Amendment No. 3 to Schedule 13D filed on April 2, 2026, and as amended and supplemented by that certain Amendment No. 4 to Schedule 13D filed on April 30, 2026 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (the "Company"). This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares of Common Stock, representing 20% of the total number of shares of Common Stock issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP on January 16, 2026 (the "Pre-Funded Warrants"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) |
R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 33,429,230.00 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 47.4% of the outstanding shares of Common Stock. This percentage calculation is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of pre-funded warrants to purchase 10,021,850 shares of Common Stock issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act. Michael Kazley beneficially owns an aggregate of 37,548,058.00 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 50.3% of the outstanding shares of Common Stock. This percentage calculation is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of pre-funded warrants to purchase 10,021,850 shares of Common Stock issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act. | |
| (b) | 1. Sole power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 shares of Common Stock Michael Kazley: 0 shares of Common Stock 2. Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares of Common Stock Michael Kazley: 33,429,230.00 shares of Common Stock 3. Sole power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 shares of Common Stock Michael Kazley: 4,118,828 shares of Common Stock 4. Shared power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares of Common Stock Michael Kazley: 33,429,230.00 shares of Common Stock | |
| (c) | Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days. | |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares. | |
| (e) | Not applicable. | |
| 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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