Powerlaw Corp. (PWRL) CEO updates indirect share holdings after 12-for-1 reverse split

Q: What does Powerlaw Corp. (PWRL) Form 3/A disclose about Michael John Dinsdale's holdings?

The Form 3/A discloses updated indirect ownership of Powerlaw Corp. common stock by CEO and director Michael John Dinsdale. It reports 572,749 shares held by Orions Belt 1 LLC and 670,836 shares held by the Michael John Dinsdale 2015 Trust following a 12-for-1 reverse stock split.

Q: How did Powerlaw Corp. (PWRL) reverse stock split affect Dinsdale’s reported shares?

The filing explains that a 12-for-1 reverse stock split of Powerlaw Corp. common stock, effective December 23, 2025, reduced previously reported holdings. The trust’s 8,050,032 shares and Orions Belt 1 LLC’s 6,872,979 shares are now reported as 670,836 and 572,749 shares, respectively.

Q: Does Powerlaw Corp. (PWRL) Form 3/A show any new insider buying or selling?

The Form 3/A does not report new insider transactions such as open-market purchases or sales. It presents two holding entries with unknown transaction codes, serving to update share counts after the reverse stock split rather than to record current trading activity.

Q: Why was Powerlaw Corp. (PWRL) Form 3/A filed instead of an original Form 3?

The document is an amended Form 3 updating previously reported holdings. It adjusts the number of shares attributed to the Michael John Dinsdale 2015 Trust and Orions Belt 1 LLC to reflect the 12-for-1 reverse stock split effective December 23, 2025, replacing higher pre-split figures.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

3/A

Rhea-AI Filing Summary

Powerlaw Corp. Chief Executive Officer and director Michael John Dinsdale filed an amended initial ownership report to update his indirect holdings after a 12-for-1 reverse stock split of common stock effective December 23, 2025. The amendment shows 572,749 shares held by Orions Belt 1 LLC and 670,836 shares held by the Michael John Dinsdale 2015 Trust.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Dinsdale Mike John

Role Chief Executive Officer

Type	Security	Shares	Price	Value
holding	Common Stock, par value $0.001 per share	--	--	--
holding	Common Stock, par value $0.001 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.001 per share — 670,836 shares (Indirect, By Michael John Dinsdale 2015 Trust); Common Stock, par value $0.001 per share — 572,749 shares (Indirect, By Orions Belt 1 LLC)

Footnotes (3)

F1. Reflects securities held directly by Michael John Dinsdale 2015 Trust, for which the Reporting Person is beneficiary and trustee.
F2. The number of shares reported reflects the 12-for-1 reverse stock split of common stock of Powerlaw Corp. effective December 23, 2025. The holdings were previously reported as 8,050,032 shares held by Michael John Dinsdale 2015 Trust and 6,872,979 shares held by Orions Belt 1 LLC on the original Form 3 filed September 30, 2025.
F3. Reflects securities held directly by Orions Belt 1 LLC, for which the Reporting Person is the beneficial owner

Key Figures

Indirect holdings via Orions Belt 1 LLC: 572,749 shares Indirect holdings via 2015 Trust: 670,836 shares Reverse stock split ratio: 12-for-1 +3 more

6 metrics

Indirect holdings via Orions Belt 1 LLC 572,749 shares Common Stock after reverse split

Indirect holdings via 2015 Trust 670,836 shares Common Stock after reverse split

Reverse stock split ratio 12-for-1 Common Stock effective December 23, 2025

Pre-split trust holdings 8,050,032 shares Previously reported for 2015 Trust

Pre-split Orions Belt 1 LLC holdings 6,872,979 shares Previously reported for Orions Belt 1 LLC

Holding entries in amendment 2 entries Form 3/A transaction summary

Key Terms

reverse stock split, beneficial owner, Form 3, Common Stock, par value $0.001 per share, +1 more

5 terms

reverse stock split financial

"The number of shares reported reflects the 12-for-1 reverse stock split of common stock of Powerlaw Corp."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

beneficial owner financial

"Reflects securities held directly by Orions Belt 1 LLC, for which the Reporting Person is the beneficial owner"

A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.

Form 3 regulatory

"previously reported as 8,050,032 shares ... on the original Form 3 filed September 30, 2025"

Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.

indirect financial

"direct_or_indirect: I, ownership_type: indirect"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/21/2026 - 03:18 PM

FAQ

What does Powerlaw Corp. (PWRL) Form 3/A disclose about Michael John Dinsdale's holdings?

The Form 3/A discloses updated indirect ownership of Powerlaw Corp. common stock by CEO and director Michael John Dinsdale. It reports 572,749 shares held by Orions Belt 1 LLC and 670,836 shares held by the Michael John Dinsdale 2015 Trust following a 12-for-1 reverse stock split.

How did Powerlaw Corp. (PWRL) reverse stock split affect Dinsdale’s reported shares?

The filing explains that a 12-for-1 reverse stock split of Powerlaw Corp. common stock, effective December 23, 2025, reduced previously reported holdings. The trust’s 8,050,032 shares and Orions Belt 1 LLC’s 6,872,979 shares are now reported as 670,836 and 572,749 shares, respectively.

How are Michael John Dinsdale’s indirect holdings in Powerlaw Corp. (PWRL) structured?

The amended ownership report shows Dinsdale’s Powerlaw Corp. shares held indirectly through two entities. The Michael John Dinsdale 2015 Trust holds 670,836 shares, where he is beneficiary and trustee, and Orions Belt 1 LLC holds 572,749 shares, for which he is identified as the beneficial owner.

Does Powerlaw Corp. (PWRL) Form 3/A show any new insider buying or selling?

The Form 3/A does not report new insider transactions such as open-market purchases or sales. It presents two holding entries with unknown transaction codes, serving to update share counts after the reverse stock split rather than to record current trading activity.

Why was Powerlaw Corp. (PWRL) Form 3/A filed instead of an original Form 3?

The document is an amended Form 3 updating previously reported holdings. It adjusts the number of shares attributed to the Michael John Dinsdale 2015 Trust and Orions Belt 1 LLC to reflect the 12-for-1 reverse stock split effective December 23, 2025, replacing higher pre-split figures.

SEC Form 3

FORM 3

UNITED 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^*

Dinsdale Mike John

(Last)

(First)

(Middle)

C/O POWERLAW CORP., 631 FOLSOM STREET,

SUITE A & B

(Street)

SAN FRANCISCO

CALIFORNIA

94107

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
09/17/2025

3. Issuer Name and Ticker or Trading Symbol
Powerlaw Corp. [ PWRL ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
09/30/2025

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

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

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

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

Table I - Non-Derivative Securities 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)
Common Stock, par value $0.001 per share	670,836⁽²⁾	I	By Michael John Dinsdale 2015 Trust⁽¹⁾
Common Stock, par value $0.001 per share	572,749⁽²⁾	I	By Orions Belt 1 LLC⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)

Explanation of Responses:

1. Reflects securities held directly by Michael John Dinsdale 2015 Trust, for which the Reporting Person is beneficiary and trustee.

2. The number of shares reported reflects the 12-for-1 reverse stock split of common stock of Powerlaw Corp. effective December 23, 2025. The holdings were previously reported as 8,050,032 shares held by Michael John Dinsdale 2015 Trust and 6,872,979 shares held by Orions Belt 1 LLC on the original Form 3 filed September 30, 2025.

3. Reflects securities held directly by Orions Belt 1 LLC, for which the Reporting Person is the beneficial owner

Remarks:

This amendment to the Form 3 originally filed on September 30, 2025 (i) corrects the name of Michael John Dinsdale 2015 Trust, which was inadvertently misstated in the original Form 3 filed on September 30, 2025, (ii) reflects the 12-for-1 reverse stock split of the common stock effective December 23, 2025, (iii) reflects a change in the officer title to Chief Executive Officer, and (iv) removes 1,030,945 shares previously reported as indirectly beneficially owned through the Dinsdale 2025 Irrevocable Trust. The Reporting Person is not the beneficial owner of the trust.

	/s/ Michael Dinsdale	05/21/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 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