SCHEDULE: R01 Fund Increases Stake in Stablecoin Development Corp

R01 Fund LP and Michael Kazley updated their beneficial ownership in Stablecoin Development Corp following anti-dilution warrant adjustments.

Summary

• R01 Fund LP and associated entities now beneficially own 22,152,695 shares of Stablecoin Development Corp, representing 44.5% of the outstanding common stock.
• Michael Kazley holds a total beneficial interest of 26,271,523 shares, representing 52.8% of the company.
• The increase in beneficial ownership is due to anti-dilution adjustments triggered by dilutive stock issuances during Q4 2025.
• The adjustments increased the number of shares issuable upon exercise of Pre-Funded Warrants to 11,332,020 on a post-reverse stock split basis.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update; while it confirms the investors' continued commitment, it also highlights the ongoing dilution of the company's equity base.

Positives

• The reporting persons maintain a significant majority stake, signaling strong long-term commitment to the issuer.
• Anti-dilution provisions successfully protected the investors' percentage ownership interest following dilutive events.

Negatives

• The need for anti-dilution adjustments highlights that the company engaged in dilutive stock issuances during the fourth quarter of 2025.
• High concentration of ownership (52.8% by one individual) may limit the influence of minority shareholders.

Risks

• Potential for further dilution if the company continues to issue additional shares.
• Concentration of voting power in the hands of a single reporting person may lead to governance risks for minority investors.

Future Outlook

The filing does not provide specific forward-looking business guidance, focusing instead on the technical adjustment of warrant holdings due to past dilutive events.

Management Comments

• The reporting persons certify that the information set forth in the statement is true, complete, and correct.

Industry Context

StockSavvy.ai notes that frequent Schedule 13D amendments involving anti-dilution adjustments are common in small-cap or distressed companies that rely on frequent capital raises to maintain operations.

Comparison to Industry Standards

• The use of Pre-Funded Warrants is a standard mechanism in biotech and small-cap finance to bypass immediate issuance limits while maintaining investor percentage stakes.
• The high ownership concentration (over 50%) is typical for companies that have undergone significant restructuring or private equity-led turnarounds.

Stakeholder Impact

• Existing shareholders face continued dilution risk if the company persists in issuing shares to fund operations.
• The concentration of ownership provides stability in voting control but may reduce the influence of public shareholders.

Next Steps

• Potential exercise of Pre-Funded Warrants by R01 Fund LP.
• Continued monitoring of the company's capital structure for further dilutive events.

Key Dates

Keywords

Stablecoin Development Corp, Schedule 13D, Beneficial Ownership, Anti-dilution, Pre-Funded Warrants, Michael Kazley, R01 Fund LP