A group of investors has filed a Schedule 13G reporting beneficial ownership of common stock of ConnectM Technology Solutions, Inc. (CNTM). The group, including Ascent Partners Fund LLC and affiliated entities and individuals, may beneficially own up to 635,690 shares through senior secured convertible promissory notes, representing 9.99% of the common stock.
The reported stake includes shares issuable upon partial conversion of two Convertible Notes, each subject to a 9.99% beneficial ownership limitation (the “Blocker Amount”). A warrant held by the group is subject to a separate 4.99% beneficial ownership limitation and is not counted in the reported ownership. Percentages are based on 5,727,583 shares outstanding as of August 17, 2026, plus shares issued upon partial conversion, in each case subject to the Blocker.
Positive
None.
Negative
None.
Key Figures
Shares underlying Convertible Notes up to Blocker:635,690 sharesBeneficial ownership percentage:9.99%Shares outstanding baseline:5,727,583 shares+2 more
5 metrics
Shares underlying Convertible Notes up to Blocker635,690 sharesMaximum CNTM common shares issuable under the Convertible Notes up to the 9.99% Blocker as of June 30, 2026
Beneficial ownership percentage9.99%Reported percent of CNTM common stock beneficially owned by the reporting group as of August 31, 2026
Shares outstanding baseline5,727,583 sharesCNTM common stock outstanding as of August 17, 2026, from Form 10-Q used to calculate ownership percentages
Warrant beneficial ownership cap4.99%Maximum beneficial ownership permitted under the Warrant; warrant shares are excluded from this Schedule 13G
Convertible Note issuance datesAugust 31, 2026 and September 4, 2026Dates of issuance of the two senior secured Convertible Notes held by the reporting person
Key Terms
Convertible Notes, Beneficial Ownership Limitation, Blocker Amount, Warrant, +2 more
6 terms
Convertible Notesfinancial
"shares of Common Stock to be issued upon conversions of two senior secured convertible promissory notes"
Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.
Beneficial Ownership Limitationfinancial
"The Convertible Notes are subject to a maximum 9.99% beneficial ownership limitation"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Blocker Amountfinancial
"includes, up to the Blocker Amount, the shares of Common Stock to be held indirectly"
Warrantfinancial
"the shares issuable pursuant to the exercises of the Warrant are not being reported"
A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.
Schedule 13Gregulatory
"have 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.
Joint Filing Agreementregulatory
"have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of ConnectM Technology Solutions, Inc. (CNTM) is reported owned in this Schedule 13G?
The reporting group states that, giving effect to a 9.99% beneficial ownership limitation in the Convertible Notes, it beneficially owns 9.99% of CNTM’s common stock, including shares issuable upon partial conversion of those notes, as of August 31, 2026.
How many CNTM shares are tied to the Convertible Notes in this filing?
The filing states that 635,690 shares of CNTM common stock underlie the senior secured Convertible Notes, with this amount being the maximum issuable up to the 9.99% Blocker. These shares, including issued and issuable up to the cap, are treated as the beneficially owned “Shares.”
What is the share count and baseline used to calculate the 9.99% ownership of CNTM?
The 9.99% ownership is calculated using 5,727,583 shares of CNTM common stock outstanding as of August 17, 2026, as reported in CNTM’s Form 10-Q, plus shares issued upon partial conversion of the Convertible Notes, in each case limited by the 9.99% Blocker.
Which investors are included in the reporting group for CNTM on this Schedule 13G?
The reporting group includes Ascent Partners Fund LLC, Ascent Partners LLC, Dominion Capital LLC, Dominion Capital GP LLC, Eagle Claw Corp., Masada Group Holdings LLC, and individuals Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner, who entered into a Joint Filing Agreement.
How do beneficial ownership limitations affect this CNTM Schedule 13G?
The Convertible Notes contain a 9.99% Beneficial Ownership Limitation, preventing conversions that would push the group above this level. A related Warrant has a separate 4.99% limitation, so shares issuable from the Warrant are excluded from the reported beneficial ownership.
Are any shares of CNTM common stock currently held directly by Ascent Partners Fund LLC?
As of August 31, 2026, Ascent Partners Fund LLC did not directly hold any CNTM common shares. Its reported beneficial ownership arises from Convertible Notes (and related structures) up to the 9.99% Blocker, rather than from directly held issued shares.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ConnectM Technology Solutions, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
207944208
(CUSIP Number)
08/31/2026
(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):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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, par value $0.0001 per share, of the issuer (the "Common Stock") set forth on rows (6), (8) and (9) above includes, up to the Blocker Amount (as defined in this footnote), the shares of Common Stock to be issued upon conversions of two senior secured convertible promissory notes (the "Convertible Notes"), (with the first issued on August 31, 2026 and the second issued on September 4, 2026), held directly by the reporting person. The Convertible Notes are subject to a maximum 9.99% beneficial ownership limitation contained therein (the "Blocker Amount"). Although the reporting person directly holds a warrant issued on August 31, 2026 (the "Warrant"), the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i)5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2026 filed with the U.S. Securities and Exchange Commission on August 24, 2026 (the "10-Q") and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
CUSIP Number(s):
207944208
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
635,690.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
635,690.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
635,690.00
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 Amount, the shares of Common Stock to be held indirectly by the reporting person upon conversions of the Convertible Notes. The Convertible Notes are limited by the Blocker Amount. Although the reporting person indirectly holds the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
In Row (11) the percentage is based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its 10-Q and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to the Blocker Amount.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ConnectM Technology Solutions, Inc.
(b)
Address of issuer's principal executive offices:
2 Mount Royal Avenue, Suite 550, Marlborough, MA 01752
Item 2.
(a)
Name of person filing:
(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 $0.0001 per share
(e)
CUSIP Number(s):
207944208
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.
The ownership percentages reported are based on (i) 5,727,583 shares of Common Stock outstanding as of August 17, 2026, as reported by the issuer in its Quarterly Report on Form 10-Q for the Quarterly Period Ended June 30, 2026 filed with the U.S. Securities and Exchange Commission on August 24, 2026 and (ii) shares of Common Stock issued upon partial conversion of the Convertible Notes, subject to a provision contained therein limiting beneficial ownership to an aggregate maximum of 9.99% (the "Blocker"). Although Ascent Partners Fund LLC directly holds the Warrant and the other reporting persons indirectly hold the Warrant, the shares issuable pursuant to the exercises of the Warrant are not being reported on this Schedule 13G since the Warrant is subject to a maximum 4.99% beneficial ownership limitation contained therein.
Due to the Blocker, Ascent is currently prohibited from fully converting the Convertible Notes into shares of Common Stock. The percentage set forth on row (11) and the number of shares of Common Stock set forth on rows (5) through (9) of the cover page for each reporting person give effect to the Blocker in the Convertible Notes. Consequently, as of August 31, 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 of the Convertible Notes.
As of August 31, 2026, Ascent did not directly hold any shares. In addition, as of June 30, 2026, (i) there are 635,690 shares of Common Stock underlying the Convertible Notes, with such amount being the maximum issuable up to the Blocker. The shares held directly by Ascent and the remaining shares issuable (up to the Blocker) pursuant to the Convertible Notes are collectively referred to herein as the "Shares".
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:
635,690
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
635,690
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 1 hereto.
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:
09/10/2026
Ascent Partners LLC
Signature:
/s/ Ascent Partners LLC
Name/Title:
Mikhail Gurevich, signatory for Managing Member
Date:
09/10/2026
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:
09/10/2026
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
Date:
09/10/2026
Eagle Claw Corp.
Signature:
/s/ Eagle Claw Corp.
Name/Title:
Gennadiy Gurevich, President
Date:
09/10/2026
Masada Group Holdings LLC
Signature:
/s/ Masada Group Holdings LLC
Name/Title:
Alon Brenner, Managing Member
Date:
09/10/2026
Mikhail Gurevich
Signature:
/s/ Mikhail Gurevich
Name/Title:
Mikhail Gurevich
Date:
09/10/2026
Gennadiy Gurevich
Signature:
/s/ Gennadiy Gurevich
Name/Title:
Gennadiy Gurevich
Date:
09/10/2026
Alon Brenner
Signature:
/s/ Alon Brenner
Name/Title:
Alon Brenner
Date:
09/10/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated September 10, 2026
