R01 group discloses 50.3% beneficial stake in Stablecoin Development (NBY)

Rhea-AI Filing Summary

Stablecoin Development Corp received an updated Schedule 13D/A from R01 Fund and related entities. The filing reflects vesting of pre-funded warrants issued on January 16, 2026, which increases their reportable beneficial ownership.

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC together report beneficial ownership of 33,429,230 shares of common stock, or 47.4% of the class, based on 27,115,646 shares outstanding as of May 17, 2026 and certain warrant shares. Michael Kazley reports beneficial ownership of 37,548,058 shares, or 50.3%, including additional shares over which he has sole dispositive power. The reporting persons state they have not traded the stock in the past 60 days.

Insights

Governance and ownership structure analyst

R01 group and Michael Kazley now report effective majority beneficial ownership via shares and pre-funded warrants.

The filing shows R01 Fund LP, affiliated entities, and Michael Kazley collectively controlling large blocks of Stablecoin Development Corp through common stock and vested pre-funded warrants. The amendment updates prior disclosures to incorporate newly vested warrant shares.

The R01 entities report 33,429,230 shares, or 47.4% of the common stock, while Kazley reports 37,548,058 shares, or 50.3%. Voting power over 33,429,230 shares is shared, and Kazley holds sole dispositive power over an additional 4,118,828 shares.

The structure suggests concentrated influence over shareholder decisions, though each party disclaims beneficial ownership beyond its pecuniary interest. Future company filings and corporate actions after May 17, 2026 will show how this ownership concentration interacts with governance and strategic decisions.

Key Figures

R01 entities beneficial ownership: 33,429,230 shares R01 ownership percentage: 47.4% Kazley beneficial ownership: 37,548,058 shares +5 more

8 metrics

R01 entities beneficial ownership 33,429,230 shares Common stock beneficially owned by R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC

R01 ownership percentage 47.4% Percent of Stablecoin Development common stock class represented by R01 entities’ shares

Kazley beneficial ownership 37,548,058 shares Common stock beneficially owned by Michael Kazley

Kazley ownership percentage 50.3% Percent of Stablecoin Development common stock class represented by Kazley’s shares

Shares outstanding 27,115,646 shares Common stock outstanding as of May 17, 2026 used for percentage calculations

R01 pre-funded warrant shares 10,735,994 shares Shares purchasable upon exercise of pre-funded warrants issued to R01 Fund LP and others

Framework-related warrant shares 10,021,850 shares Shares underlying pre-funded warrants issued to Framework Ventures and related parties

Kazley sole dispositive power 4,118,828 shares Shares of common stock over which Michael Kazley has sole dispositive power

Key Terms

beneficially own, pre-funded warrants, Rule 13d-3, Schedule 13D, +2 more

6 terms

beneficially own financial

"R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 33,429,230.00 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

pre-funded warrants financial

"to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Rule 13d-3 regulatory

"for purposes of Rule 13d-3 under the Exchange Act"

Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

shared voting power financial

"Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

dispositive power financial

"Sole power to dispose or direct the disposition: Michael Kazley: 4,118,828 shares"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Stablecoin Development Corp

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

66987P508

(CUSIP Number)

R01 FUND LP
1111 Lincoln Road,, Suite 500
Miami Beach,, FL, 33139
305-982-7994

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/17/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

R01 Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,429,230.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,429,230.00

11

Aggregate amount beneficially owned by each reporting person

33,429,230.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

47.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

R01 Capital LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,429,230.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,429,230.00

11

Aggregate amount beneficially owned by each reporting person

33,429,230.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

47.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

R01 Capital Manager LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,429,230.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,429,230.00

11

Aggregate amount beneficially owned by each reporting person

33,429,230.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

47.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.

SCHEDULE 13D

CUSIP Number(s): 66987P508

1

Name of reporting person

Michael Kazley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 33,429,230.00
9	Sole Dispositive Power 4,118,828.00
10	Shared Dispositive Power 33,429,230.00

11

Aggregate amount beneficially owned by each reporting person

37,548,058.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

50.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, $0.01 par value
(b)	Name of Issuer: Stablecoin Development Corp
(c)	Address of Issuer's Principal Executive Offices: 2000 POWELL STREET, SUITE 1150, EMERYVILLE, CALIFORNIA , 94608.
Item 1 Comment: Explanatory Note: This Amendment No. 5 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025, as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 20, 2026, as amended and supplemented by that certain Amendment No. 3 to Schedule 13D filed on April 2, 2026, and as amended and supplemented by that certain Amendment No. 4 to Schedule 13D filed on April 30, 2026 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (the "Company"). This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares of Common Stock, representing 20% of the total number of shares of Common Stock issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP on January 16, 2026 (the "Pre-Funded Warrants"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 33,429,230.00 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 47.4% of the outstanding shares of Common Stock. This percentage calculation is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of pre-funded warrants to purchase 10,021,850 shares of Common Stock issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act. Michael Kazley beneficially owns an aggregate of 37,548,058.00 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 50.3% of the outstanding shares of Common Stock. This percentage calculation is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of pre-funded warrants to purchase 10,021,850 shares of Common Stock issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act.
(b)	1. Sole power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 shares of Common Stock Michael Kazley: 0 shares of Common Stock 2. Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares of Common Stock Michael Kazley: 33,429,230.00 shares of Common Stock 3. Sole power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 shares of Common Stock Michael Kazley: 4,118,828 shares of Common Stock 4. Shared power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares of Common Stock Michael Kazley: 33,429,230.00 shares of Common Stock
(c)	Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days.
(d)	No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares.
(e)	Not applicable.

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.

R01 Fund LP

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Principal
Date:	05/19/2026

R01 Capital LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	05/19/2026

R01 Capital Manager LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	05/19/2026

Michael Kazley

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley
Date:	05/19/2026

FAQ

How much of Stablecoin Development Corp does R01 Fund report owning in this NBY filing?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC report beneficial ownership of 33,429,230 shares of Stablecoin Development Corp common stock. This represents 47.4% of the outstanding common shares, based on 27,115,646 shares outstanding as of May 17, 2026 and specified warrant shares.

What is Michael Kazley’s beneficial ownership in Stablecoin Development Corp according to the NBY Schedule 13D/A?

Michael Kazley reports beneficial ownership of 37,548,058 shares of Stablecoin Development Corp common stock. This stake equals about 50.3% of the class, using 27,115,646 shares outstanding as of May 17, 2026 and including certain warrant-related shares.

Why was Amendment No. 5 to the Schedule 13D for Stablecoin Development Corp filed?

Amendment No. 5 was filed to update beneficial ownership after vesting of pre-funded warrants. These warrants allow purchase of additional shares, increasing the reportable positions of R01 Fund and related parties under Rule 13d-3 of the Exchange Act.

How many Stablecoin Development Corp shares underlie the newly vested pre-funded warrants for R01 Fund?

The amendment notes vesting of pre-funded warrants to purchase 10,735,994 shares issued to R01 Fund LP and other investors. This amount represents 20% of the total number of shares issuable upon exercise of those specific pre-funded warrants.

What share count does the Schedule 13D/A use to calculate ownership percentages for Stablecoin Development Corp?

The ownership percentages are based on 27,115,646 shares of Stablecoin Development Corp common stock outstanding as of May 17, 2026. The calculations also factor in specified shares underlying pre-funded warrants held by other named investors.

Did R01 Fund or Michael Kazley report recent trading in Stablecoin Development Corp shares?

The filing states that, except as described in the Schedule 13D/A, none of the reporting persons have effected any transactions in Stablecoin Development Corp common stock during the past 60 days, indicating no additional disclosed market activity in that period.