SCHEDULE: R01 Fund Increases Stake in Stablecoin Development Corp

R01 Fund LP and associated entities have increased their beneficial ownership in Stablecoin Development Corp to 49.8% following a full cashless exercise of pre-funded warrants.

Summary

• R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC, and Michael Kazley have exercised 11,332,020 pre-funded warrants in full.
• The exercise was conducted on a cashless basis, resulting in the issuance of 11,307,300 shares of common stock after withholding 24,720 shares to cover the exercise price.
• The reporting group now beneficially owns 33,404,510 shares, representing a 46.9% stake for the R01 entities and 49.8% for Michael Kazley individually.
• The calculation accounts for 27,835,180 shares of common stock outstanding as of June 15, 2026, and includes shares held by a group including Framework Ventures.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral-to-positive event; while it indicates strong investor commitment, the resulting dilution and high ownership concentration are standard structural adjustments for this stage of company development.

Positives

• Full exercise of warrants indicates strong confidence from major institutional investors in the company's long-term prospects.
• Cashless exercise structure allows for significant equity acquisition without requiring immediate cash outlay from the issuer or dilution beyond the warrant terms.

Negatives

• High concentration of ownership (nearly 50%) by a single group may limit liquidity and influence of minority shareholders.
• Significant dilution of existing shareholders due to the issuance of over 11 million new shares.

Risks

• Concentration of voting power in the hands of R01 Fund and its affiliates could lead to control issues.
• Potential for future market volatility if the reporting group decides to divest a portion of their significant holdings.

Future Outlook

The filing does not provide specific operational guidance but confirms the full conversion of outstanding pre-funded warrants into common equity, consolidating the reporting group's position as the primary shareholder.

Industry Context

StockSavvy.ai notes that this filing reflects a trend of institutional investors in the blockchain and fintech space converting derivative instruments into direct equity to solidify control and long-term alignment with the issuer's strategic direction.

Comparison to Industry Standards

• The use of cashless warrant exercises is a standard practice in venture-backed fintech companies to manage capital structure without immediate cash depletion.
• The 49.8% ownership stake is significant and aligns with typical 'control' thresholds seen in late-stage private-to-public transition companies.

Stakeholder Impact

• Existing shareholders face dilution due to the issuance of 11.3 million new shares.
• The concentration of voting power may influence future board composition and strategic decision-making.

Next Steps

• Continued monitoring of the reporting group's trading activity for any potential divestment or further accumulation.

Key Dates

Recommendation

The significant increase in shares outstanding and the consolidation of control by a single group warrant a cautious 'hold' until the market absorbs the dilution and the company provides further operational updates.

Keywords

Stablecoin Development Corp, Schedule 13D, Beneficial Ownership, Warrant Exercise, R01 Fund, Equity Dilution