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  4. [Form 3] Tribeca Strategic Acquisition Corp. Initial Statement of Beneficial Ownership

Tribeca Strategic (BIDWU) sponsor reports 4.59M Class B founder shares

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Tribeca Strategic Partners Holdco LLC reported initial beneficial ownership of 4,586,667 Class B ordinary shares of Tribeca Strategic Acquisition Corp. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis in connection with, or prior to, the company’s initial business combination, subject to adjustments described in its registration statement.

The holding includes up to 700,000 Class B shares that may be forfeited if the underwriters of the initial public offering do not fully exercise their over-allotment option. Tribeca Strategic Partners LLC is the managing member of the sponsor, and Timothy R. Ramdeen and Sukhvinder Gill, as its managing members, may be deemed to share beneficial ownership through their voting and investment discretion, while disclaiming beneficial ownership beyond their pecuniary interests.

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Insider Tribeca Strategic Partners Holdco LLC, Tribeca Strategic Partners LLC, Ramdeen Timothy R., Gill Sukhvinder
Role 10% Owner | 10% Owner | Chief Executive Officer | COO and CFO
Type Security Shares Price Value
holding Class B Ordinary Shares -- -- --
Holdings After Transaction: Class B Ordinary Shares — 4,586,667 shares (Direct)
Footnotes (3)
  1. F1. As described in the registration statement on Form S-1, as amended (File No. 333-291431) of the Issuer under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein.
  2. F2. These shares represent the Class B ordinary shares held by Tribeca Strategic Partners Holdco LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 700,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
  3. F3. The managing member of the Sponsor is Tribeca Strategic Partners LLC. Timothy R. Ramdeen, who is the Chairman and Chief Executive Officer of the Issuer, and Sukhvinder Gill, who is the Chief Operating Officer, Chief Financial Officer, and Director of the Issuer, are the managing members of Tribeca Strategic Partners, LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Messrs. Ramdeen and Gill may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Messrs. Ramdeen and Gill disclaim any beneficial ownership except to the extent of their pecuniary interest therein.
Class B ordinary shares held 4,586,667 shares Beneficial ownership reported by sponsor
Shares subject to forfeiture 700,000 shares Founder shares contingent on IPO over-allotment
Conversion ratio 1:1 Class B ordinary shares into Class A ordinary shares
Underlying Class A shares 4,586,667 shares Underlying security for Class B ordinary shares
Exercise price $0.0000 per share Stated exercise or conversion price on derivative summary
Class B ordinary shares financial
"These shares represent the Class B ordinary shares held by Tribeca Strategic Partners Holdco LLC"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
founder shares financial
"under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert"
Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.
over-allotment option financial
"subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
beneficial ownership financial
"As such, Messrs. Ramdeen and Gill may be deemed to have beneficial ownership of the securities held of record"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Messrs. Ramdeen and Gill disclaim any beneficial ownership except to the extent of their pecuniary interest therein"
registration statement on Form S-1 regulatory
"As described in the registration statement on Form S-1, as amended (File No. 333-291431)"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.

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FAQ

What insider ownership did Tribeca Strategic Partners report in Tribeca Strategic Acquisition Corp. (BIDWU)?
Tribeca Strategic Partners Holdco LLC reported beneficial ownership of 4,586,667 Class B ordinary shares. These shares were acquired under a subscription agreement and are designated as founder shares that can convert into Class A ordinary shares on a one-for-one basis, subject to adjustments.

How do Tribeca Strategic Acquisition Corp. (BIDWU) Class B ordinary shares convert into Class A shares?
The Class B ordinary shares automatically convert into Class A ordinary shares at the time of the initial business combination, or earlier at the holder’s option. Conversion occurs on a one-for-one basis, subject to certain adjustments detailed in the company’s registration statement on Form S-1.

What portion of Tribeca Strategic Acquisition Corp. (BIDWU) founder shares is subject to forfeiture?
Up to 700,000 of the reported Class B ordinary shares are subject to forfeiture. This forfeiture occurs if the underwriters in the company’s initial public offering do not fully exercise their over-allotment option, as described in the registration statement.

How are Timothy R. Ramdeen and Sukhvinder Gill connected to the BIDWU sponsor’s Class B shares?
Timothy R. Ramdeen and Sukhvinder Gill are managing members of Tribeca Strategic Partners LLC, which manages the sponsor entity. They hold voting and investment discretion over the sponsor’s Class B shares and may be deemed beneficial owners, but disclaim ownership beyond their pecuniary interests.

What type of security is reported on the Form 3 for Tribeca Strategic Acquisition Corp. (BIDWU)?
The Form 3 reports holdings of Class B ordinary shares that are designated as founder shares. These Class B shares are convertible into Class A ordinary shares and are linked to the company’s initial business combination under terms described in the Form S-1 registration statement.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Tribeca Strategic Partners Holdco LLC
(Last)(First)(Middle)
1301 AVENUE OF THE AMERICAS
6TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2026		3. Issuer Name and Ticker or Trading Symbol
Tribeca Strategic Acquisition Corp. [ BID ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Ordinary Shares(1) (1) (1)Class A Ordinary Shares4,586,667(1)(2)(1)(2)D(2)(3)
1. Name and Address of Reporting Person*
Tribeca Strategic Partners Holdco LLC
(Last)(First)(Middle)
1301 AVENUE OF THE AMERICAS
6TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Tribeca Strategic Partners LLC
(Last)(First)(Middle)
1301 AVENUE OF THE AMERICAS
6TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Ramdeen Timothy R.
(Last)(First)(Middle)
1301 AVENUE OF THE AMERICAS
6TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
1. Name and Address of Reporting Person*
Gill Sukhvinder
(Last)(First)(Middle)
1301 AVENUE OF THE AMERICAS
6TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
COO and CFO
Explanation of Responses:
1. As described in the registration statement on Form S-1, as amended (File No. 333-291431) of the Issuer under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein.
2. These shares represent the Class B ordinary shares held by Tribeca Strategic Partners Holdco LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 700,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.
3. The managing member of the Sponsor is Tribeca Strategic Partners LLC. Timothy R. Ramdeen, who is the Chairman and Chief Executive Officer of the Issuer, and Sukhvinder Gill, who is the Chief Operating Officer, Chief Financial Officer, and Director of the Issuer, are the managing members of Tribeca Strategic Partners, LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Messrs. Ramdeen and Gill may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Messrs. Ramdeen and Gill disclaim any beneficial ownership except to the extent of their pecuniary interest therein.
/s/ Timothy R. Ramdeen, Managing Member of Tribeca Strategic Partners LLC, Managing Member of Tribeca Strategic Partners Holdco LLC05/28/2026
/s/ Timothy R. Ramdeen, Managing Member of Tribeca Strategic Partners LLC05/28/2026
/s/ Timothy R. Ramdeen05/28/2026
/s/ Sukhvinder Gill05/28/2026
** Signature of Reporting PersonDate
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 5 (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.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR