[Form 4] Airbnb, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Form 3 snapshot: On 07/07/2025, Singapore-based investor Yip Tsz Yan purchased a majority interest in A SPAC II (Holdings) Corp. (“Sponsor”), giving her indirect voting and investment control over the Sponsor’s stake in A SPAC II Acquisition Corp. (ASUUF). The filing classifies Yip as a 10 % beneficial owner of the issuer.

• Ordinary shares held (indirect): 5,000,000
• Warrants held (indirect): to acquire 8,966,000 Class A ordinary shares
• Exercise price: $11.50 per share
• Warrant timing: Exercisable on the later of (i) completion of the SPAC’s initial business combination or (ii) 05/02/2023; expire five years after a business combination

The disclosure signals a change in the controlling ownership of the Sponsor, consolidating significant influence over the SPAC’s future merger decisions. If fully exercised, the warrants could add cash at $11.50 per share but would increase the share count by up to 8.97 million, creating potential dilution for existing holders.

Insights

Corporate Governance Analyst

TL;DR: New individual gains control of Sponsor, holding 5 M shares and 8.97 M warrants; governance influence rises, dilution risk noted.

This Form 3 is primarily a governance event. By taking control of the Sponsor on 07/07/2025, Yip Tsz Yan now controls more than 10 % of ASUUF’s voting power, giving her a decisive voice in selecting the target for the SPAC’s eventual business combination. The filing also discloses warrants covering almost 9 million shares at $11.50. While exercise would provide capital, it represents a sizeable potential dilution once a deal closes. No immediate cash changes hands, and the shares are held indirectly, so the impact on near-term financials is limited. However, investors should monitor subsequent 13D filings and any changes in board composition or strategy that may follow.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

BALOGH ARISTOTLE N

(Last) (First) (Middle)

888 BRANNAN STREET

(Street)

SAN FRANCISCO CA 94103

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Airbnb, Inc. [ ABNB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	07/10/2025		S(1)		600	D	$137.21	210,977.141	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on February 27, 2025.

	/s/ Brian Savage, Attorney-in-fact	07/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who became a 10% owner of ASUUF according to the Form 3?

The filing names Yip Tsz Yan as the new 10 % beneficial owner through control of the SPAC’s Sponsor.

How many ordinary shares does Yip Tsz Yan control?

She indirectly controls 5,000,000 ordinary shares of A SPAC II Acquisition Corp.

What warrants are disclosed in the Form 3 filing?

The Sponsor holds warrants to acquire 8,966,000 Class A ordinary shares at an exercise price of $11.50.

When do the warrants become exercisable and when do they expire?

They become exercisable after the SPAC’s business combination or 05/02/2023, whichever is later, and expire five years after a business combination.

What was the effective date of the ownership change?

The date of the event requiring the statement was 07/07/2025.

How is the ownership held—directly or indirectly?

All securities are held indirectly through the Sponsor, A SPAC II (Holdings) Corp.