C3is Inc. received a large-holder report from a group of affiliated entities and individuals, including Ascent Partners Fund LLC, Dominion Capital entities, Eagle Claw Corp., Masada Group Holdings LLC, and three individuals. Together they report beneficial ownership of 1,610,566 shares of common stock, representing 9.99% of the class.
The stake reflects shares held directly by Ascent and shares issuable upon partial exercise of warrants, all subject to a 9.99% beneficial ownership “Blocker”. As of August 4, 2026, Ascent directly owns 502,813 shares, with up to 1,107,753 additional shares issuable under a warrant, constrained by the Blocker. The percentage calculation uses 13,082,612 shares outstanding as of the July 28, 2026 offering plus shares issued or issuable from warrant exercises. Voting and dispositive power over the 1,610,566 shares is reported on a shared basis among the reporting persons under a joint filing agreement.
Positive
None.
Negative
None.
Key Figures
Beneficial ownership shares:1,610,566 sharesPercent of class:9.99%Shares outstanding baseline:13,082,612 shares+4 more
7 metrics
Beneficial ownership shares1,610,566 sharesShares of C3is Inc. common stock beneficially owned collectively by the reporting persons
Percent of class9.99%Portion of C3is Inc. common stock class beneficially owned by the reporting group
Shares outstanding baseline13,082,612 sharesCommon stock outstanding as of completion of the July 28, 2026 offering, excluding warrant shares
Direct holdings by Ascent502,813 sharesShares of C3is Inc. common stock directly owned by Ascent as of August 4, 2026
Units acquired in offering1,140,000 unitsUnits of C3is Inc. acquired by Ascent on July 28, 2026, each with one share and one warrant
Shares issued from warrants1,931,429 sharesShares issued or to be issued upon exercise of warrants since July 28, 2026
Shares issuable under warrant1,107,753 sharesMaximum additional shares issuable to Ascent under the warrant, subject to the 9.99% Blocker
Key Terms
Beneficial ownership, Blocker, Warrants, Joint Filing Agreement, +1 more
5 terms
Beneficial ownershipregulatory
"each of the reporting persons are not deemed to be beneficial owners of the full amount"
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.
Blockerfinancial
"limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker")"
Warrantsfinancial
"partial exercise of warrants to purchase Common Stock (the "Warrants") held directly"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
Joint Filing Agreementregulatory
"have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"
Schedule 13Gregulatory
"agreed to file this and all subsequent amendments to the jointly"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
What ownership stake in CISS does Ascent Partners and its affiliates report?
The reporting group discloses beneficial ownership of 1,610,566 shares of C3is Inc. common stock, equal to 9.99% of the outstanding class. This stake includes shares held directly and shares issuable from partially exercised warrants, limited by a 9.99% beneficial ownership Blocker.
How many C3is Inc. (CISS) shares does Ascent directly own as of August 4, 2026?
As of August 4, 2026, Ascent Partners Fund LLC directly owns 502,813 shares of C3is Inc. common stock. Additional shares are issuable to Ascent under a warrant, but issuance is capped by a 9.99% beneficial ownership Blocker provision.
What is the 9.99% Blocker mentioned in the CISS Schedule 13G filing?
The Blocker is a warrant provision limiting beneficial ownership to a maximum of 9.99% of C3is Inc. common stock. It prevents the reporting holders from exercising warrants to the extent such exercise would push their beneficial stake above this threshold.
How many CISS shares are issuable to Ascent under its warrant position?
As of August 4, 2026, up to 1,107,753 shares of C3is Inc. common stock are issuable to Ascent under its warrant. This amount reflects the maximum issuable while respecting the 9.99% beneficial ownership Blocker limitation applied to the warrant.
What share count does the CISS ownership percentage calculation rely on?
The 9.99% ownership figure is based on 13,082,612 shares of C3is Inc. common stock outstanding as of the completion of the July 28, 2026 offering, plus shares issued or to be issued upon warrant exercises, subject to the Blocker constraint.
How many units of C3is Inc. did Ascent acquire in the July 28, 2026 offering?
As part of the July 28, 2026 offering, Ascent Partners Fund LLC acquired 1,140,000 units of C3is Inc. Each unit consisted of one share of common stock and one warrant to purchase one additional share of common stock, forming the basis of its subsequent transactions.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
C3is Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
Y18284300
(CUSIP Number)
07/28/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Ascent Partners Fund LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of warrants to purchase Common Stock (the "Warrants") held directly by the reporting person. The Warrants are subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker").
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Ascent Partners LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Dominion Capital LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CONNECTICUT
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Dominion Capital GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Eagle Claw Corp.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Masada Group Holdings LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
FLORIDA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Mikhail Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Gennadiy Gurevich
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
Y18284300
1
Names of Reporting Persons
Alon Brenner
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,610,566.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,610,566.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,610,566.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes up to the Blocker (as defined in this footnote) amount, the partial exercise of the Warrants. The Warrants are subject to the Blocker.
In Row (11) the percentage is based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026. (ii) 1,931,429 shares of Common Stock issued by the Issuer to the reporting person since July 28, 2026 upon exercise of the Warrants (or to be issued based on an exercise notice delivered on August 4, 2026) and (ii) 1,107,753 shares of Common Stock issuable by the issuer, up to the Blocker amount, upon partial exercise of the Warrant directly held by the reporting person.
(i) Ascent Partners Fund LLC, a Delaware limited liability company ("Ascent");
(ii) Ascent Partners LLC, a Delaware limited liability company ("AP");
(iii) Dominion Capital LLC, a Connecticut limited liability company ("Dominion");
(iv) Dominion Capital GP LLC, a Delaware limited liability company ("Dominion GP");
(v) Eagle Claw Corp., a Delaware corporation ("Eagle Claw");
(vi) Masada Group Holdings LLC, a Florida limited liability company ("Masada");
(vii) Mikhail Gurevich;
(viii) Gennadiy Gurevich; and
(ix) Alon Brenner.
The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to this Schedule 13G, pursuant to which such Reporting Persons have agreed to file this Schedule 13G and all subsequent amendments to the Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Schedule 13G should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
19505 Biscayne Blvd., Suite 2350, Aventura, FL 33180
(c)
Citizenship:
Each of Ascent, AP and Dominion GP is a Delaware limited liability company. Eagle Claw Corp. is a Delaware Corporation. Dominion is a Connecticut limited liability company. Masada is a Florida limited liability company. Each of Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
Y18284300
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by this item with respect to each reporting person is set forth on rows 5 through 9 and 11 of the cover page to this Schedule 13G and is incorporated herein by reference for each such reporting person.
On August 4, 2026, after taking into account trades settling on August 5, 2026 as described below, Ascent directly owns 502,813 shares of Common Stock. In addition, as of August 4, 2026, there are 1,107,753 shares of Common Stock issuable pursuant to the Warrant, with such amount being the maximum issuable pursuant to the Blocker. The shares held directly by Ascent and the remaining shares issuable (up to the Blocker) pursuant to the Convertible Notes and the warrants are collectively referred to herein as the "Shares".
The Shares directly owned were acquired as follows: (i) as part of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026 Ascent acquired 1,140,000 units of the Issuer, each consisting of 1 share of common stock, par value 0.01 of the Issuer (the "Common Stock") and a warrant to purchase one share of Common Stock (each a "Warrant"), (ii) on July 28, 2026, July 29, 2026 and July 30, 2026 Ascent sold 980,000, 130,000 and 30,000 shares of Common Stock respectively, (iii) on July 31, 2026, Ascent partially exercised the Warrants to acquire 571,429 shares of Common Stock, (iv) on August 3, 2026, Ascent sold 207,969 shares of Common Stock, (v) on August 4, Ascent sold 328,460 shares of Common Stock and (vi) on August 4, 2026, Ascent partially exercised the Warrants to acquire 1,360,000 shares of Common Stock and entered into binding trades to sell 892,187 shares.
The ownership percentages reported above are based on 13,082,612 shares of Common Stock outstanding (excluding shares of Common Stock issuable under the Warrants) as of the completion of the offering of Shares described in its Prospectus (Registration No. 333-297627), filed on July 28, 2026, (ii) 1,931,429 Shares issued upon exercise of the Warrants since July 28, 2026 (or to be issued pursuant to the exercise notice sent on August 4, 2026 under the Warrants) and (ii) 1,107,753 shares of Common Stock issuable by the Issuer upon partial exercise of the Warrant directly held by the reporting person, subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker").
Due to the Blocker, Ascent is currently prohibited from fully exercising the Warrant. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (6), (8) and (9) of the cover page for each reporting person give effect to the Blocker for the Warrant. Consequently, as of August 4, 2026, each of the reporting persons are not deemed to be beneficial owners of the full amount of shares of Common Stock issuable upon conversion exercise of the Warrant.
The percentage set forth on row (11) above and the number of shares of Common Stock set forth on rows (6), (8) and (9) above includes shares of Common Stock up to the Blocker (as defined in this footnote) amount, the partial exercise of a warrant to purchase Common Stock (the "Warrant") held directly by the reporting person. The Warrant is subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker").
Gennadiy Gurevich is the President of Eagle Claw. Mikhail Gurevich is the Chief Investment Officer of Eagle Claw. In these capacities, each of Mikhail Gurevich and Gennadiy Gurevich manages Eagle Claw, Dominion GP, Dominion Capital, AP and Ascent. Eagle Claw manages Dominion "GP, Dominion Capital, AP and Ascent. Dominion GP manages Dominion Capital, AP and Ascent. Dominion Capital manages AP and Ascent. Alon Brenner manages Masada, AP and Ascent. Masada manages AP and Ascent. AP manages Ascent.
Ascent has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it. Each of Mikhail Gurevich, Gennadiy Gurevich, Eagle Claw, Dominion GP, Dominion, Alon Brenner, Masada and AP may be deemed to beneficially own, and have the power to vote, the shares of Common Stock beneficially owned by Ascent and the other companies they are listed above as managing.
(b)
Percent of class:
9.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1,610,566.00
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1,610,566.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
Ascent Partners Fund LLC
Signature:
/s/ Ascent Partners Fund LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member of Managing Member
Date:
08/04/2026
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member
Date:
08/04/2026
Dominion Capital LLC
Signature:
/s/ Dominion Capital LLC
Name/Title:
Mikhail Gurevich, Chief Investment Officer of Eagle Claw Corp., Manager of Dominion Capital GP LLC, Manager of Dominion Capital LLC
Date:
08/04/2026
Dominion Capital GP LLC
Signature:
/s/ Dominion Capital GP LLC
Name/Title:
Mikhail Gurevich, Chief Investment Officer of Eagle Claw Corp., Manager of Dominion Capital GP LLC
