[SCHEDULE 13D/A] RINGCENTRAL, INC. SEC Filing

Rhea-AI Filing Summary

MIRA Pharmaceuticals (Nasdaq: MIRA) filed Amendment No.1 to its Schedule 14A calling a virtual annual meeting on 11 Sep 2025. Holders of record on 21 Jul 2025 will vote on five items:

• Proposal 1 – issue MIRA shares (>20% dilution) to acquire privately-held SKNY Pharmaceuticals via a reverse subsidiary merger.
• Proposal 2 – elect five directors (four current, plus SKNY CEO Kelly Stackpole).
• Proposal 3 – ratify Salberg & Co. as 2025 auditor.
• Proposal 4 – expand the 2022 Omnibus Incentive Plan.
• Proposal 5 – allow adjournment if votes are insufficient.

Merger terms: each SKNY share converts into MIRA stock at a 1:1 exchange ratio, reflecting valuations of $30.5 m (SKNY) and $30 m (MIRA). Post-closing, legacy MIRA and SKNY holders will each own roughly 50 % of the combined company; SKNY must contribute at least $5 m in cash or equivalents. MIRA will remain listed on Nasdaq (MIRA); the 22 Jul 2025 closing price was $1.75.

The combined pipeline would include Phase I oral ketamine analog Ketamir-2, pre-clinical cognitive candidate MIRA-55, and SKNY-1 for metabolic and addiction disorders. Neither company currently generates revenue, and extensive risk disclosures cite liquidity needs, early-stage development, competition and possible share dilution. The board unanimously recommends voting “FOR” all proposals.

Positive

• Diversified pipeline: Merger adds SKNY-1 to MIRA’s Ketamir-2/MIRA-55 programs, creating multiple shots on goal across metabolic and neuropsychiatric indications.
• No controlled-substance scheduling: DEA confirmed neither Ketamir-2 nor MIRA-55 are scheduled, easing clinical and commercial hurdles.
• Cash infusion: SKNY must bring at least $5 m on closing, partially funding near-term R&D.

Negative

• Significant dilution: Issuance of shares exceeding 20 % reduces existing shareholder ownership to ~50 %.
• Early-stage assets: All programs are pre-revenue; SKNY is pre-clinical with substantial development risk.
• Ongoing funding need: Combined entity will still require additional capital to progress trials.
• Execution risk: Merger contingent on shareholder vote; failure to approve Proposal 1 would terminate the deal.

Insights

Biotech Financial Analyst

TL;DR: Shareholders must approve a 50/50 all-stock merger that adds pipeline breadth but raises dilution and funding risk.

The proxy outlines a transformational deal: SKNY contributes pre-clinical assets and $5 m cash; MIRA issues new shares exceeding Nasdaq’s 20 % threshold. Equal ownership suggests limited immediate premium but creates a larger R&D platform targeting pain, obesity and smoking cessation. With no revenue and escalating trial costs, capital needs remain high despite the DEA’s non-controlled status for lead compounds. Near-term value hinges on vote passage and subsequent financing; however, maintaining Nasdaq listing avoids re-quotation risk. Overall impact: modestly positive strategic upside offset by dilution and execution uncertainty.

Corporate Governance Specialist

TL;DR: Governance items are routine; key sensitivity is shareholder approval of the dilutive stock issuance that conditions merger closing.

Proposals 2–5 mirror normal annual-meeting business, but Proposal 1 is pivotal. The board’s unanimous support and 21 % insider ownership favour passage, yet retail holders may balk at 50 % dilution for an unproven target. Absence of appraisal rights limits dissent leverage. Virtual-only format reduces logistical barriers but could invite scrutiny over shareholder engagement. Impact classified as neutral to slightly positive, contingent on communication effectiveness leading up to 11 Sep 2025.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

RingCentral, Inc.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

76680R206

(CUSIP Number)

Matthew Whitehead
3000 El Camino Real, Building 5, Suite 450
Palo Alto, CA, 94306
332-242-8518

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

07/25/2025

(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).

SCHEDULE 13D

CUSIP No. 76680R206

1

Name of reporting person

Sylebra Capital Ltd

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

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,912,007.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,912,007.00

11

Aggregate amount beneficially owned by each reporting person

3,912,007.00

12

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

13

Percent of class represented by amount in Row (11)

4.88 %

14

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13D

CUSIP No. 76680R206

1

Name of reporting person

SYLEBRA 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 3,912,007.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,912,007.00

11

Aggregate amount beneficially owned by each reporting person

3,912,007.00

12

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

13

Percent of class represented by amount in Row (11)

4.88 %

14

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13D

CUSIP No. 76680R206

1

Name of reporting person

Sylebra Capital Management, Ltd

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,912,007.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,912,007.00

11

Aggregate amount beneficially owned by each reporting person

3,912,007.00

12

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

13

Percent of class represented by amount in Row (11)

4.88 %

14

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13D

CUSIP No. 76680R206

1

Name of reporting person

Gibson Daniel Patrick

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

ANTIGUA AND BARBUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 3,912,007.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 3,912,007.00

11

Aggregate amount beneficially owned by each reporting person

3,912,007.00

12

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

13

Percent of class represented by amount in Row (11)

4.88 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock
(b)	Name of Issuer: RingCentral, Inc.
(c)	Address of Issuer's Principal Executive Offices: 20 DAVIS DRIVE, BELMONT, CALIFORNIA , 94002.
Item 1 Comment: This Amendment No. 1 on Schedule 13D/A (this "Amendment") amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on May 25, 2023, as amended from time to time (the "Schedule 13D"), relating to the shares of common stock ("Common Stock"), of RingCentral, Inc., a Delaware corporation (the "Issuer"), with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal executive offices of the Issuer are located at 20 Davis Drive, Belmont, California 94002, United States. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 2.	Identity and Background
(a)	Sylebra Capital LLC ("Sylebra US") hereby files this Amendment on behalf of the Reporting Persons pursuant to the Agreement with Respect to Schedule 13D (the Joint Filing Agreement) attached to this Statement as Exhibit 1. Sylebra US and Sylebra Capital Limited ("Sylebra HK") are the investment sub-advisers to Sylebra Capital Partners Master Fund, Ltd. ("SCP MF"), Sylebra Capital Parc Master Fund ("PARC MF"), Sylebra Capital Menlo Master Fund ("MENLO MF") and other advisory clients. The term Affiliated Investment Entities refers to SCP MF, PARC MF, MENLO MF and the other advisory clients. Sylebra Capital Management ("Sylebra Cayman") is the investment manager and parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK, and Daniel Patrick Gibson ("Gibson") owns 100% of the Class A shares of Sylebra Cayman and 100% of the share capital of Sylebra US. Gibson is a founder and Chief Investment Officer of Sylebra Cayman. In such capacities, Sylebra HK, Sylebra US, Sylebra Cayman, and Gibson may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by the Affiliated Investment Entities. In addition, Gibson owns all of the outstanding equity interests in Gibsons Korner LLC ("GK LLC") and thus may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by GK LLC. Sylebra US, Sylebra HK, Sylebra Cayman and Gibson are each referred to herein individually as a Reporting Person and collectively as the Reporting Persons.
(b)	SYLEBRA CAPITAL LLC - 3000 El Camino Real, Building 5, Suite 450, Palo Alto, CA 94306 Sylebra Capital Ltd - 20th Floor, 256 Hennessy Road, Wan Chai, Hong Kong Sylebra Capital Management, Ltd - c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town Grand Cayman KY1-9008, Cayman Islands Gibson Daniel Patrick - 3000 El Camino Real, Building 5, Suite 450, Palo Alto, CA 94306
(c)	SYLEBRA CAPITAL LLC - Investment Sub-Adviser Sylebra Capital Ltd - Investment Sub-Adviser Sylebra Capital Management, Ltd - Investment Manager Gibson Daniel Patrick - (i) director and owner of Sylebra Capital Limited and Sylebra Capital Management and (ii) a sole member of Sylebra Capital LLC
(d)	SYLEBRA CAPITAL LLC - None Sylebra Capital Ltd - None Sylebra Capital Management, Ltd - None Gibson Daniel Patrick - None
(e)	SYLEBRA CAPITAL LLC - None Sylebra Capital Ltd - None Sylebra Capital Management, Ltd - None Gibson Daniel Patrick - None
(f)	SYLEBRA CAPITAL LLC - Delaware, US Sylebra Capital Ltd - Hong Kong Sylebra Capital Management, Ltd - Cayman Islands Gibson Daniel Patrick - Antiqua and Barbuda
Item 3.	Source and Amount of Funds or Other Consideration
	N/A as this was a disposal of securities.
Item 4.	Purpose of Transaction
	N/A as this was a disposal of securities. The Reporting Persons previously filed a Schedule 13D to report beneficial ownership of the Issuer's Common Stock, reflecting an initial intent to potentially influence the Issuer's management or policies. Subsequently, the Reporting Persons have adopted a passive investment stance.
Item 5.	Interest in Securities of the Issuer
(a)	SYLEBRA CAPITAL LLC - 3,912,007; 4.88% Sylebra Capital Ltd - 3,912,007; 4.88% Sylebra Capital Management, Ltd - 3,912,007; 4.88% Gibson Daniel Patrick - 3,912,007; 4.88%
(b)	SYLEBRA CAPITAL LLC - 3,912,007 Sylebra Capital Ltd - 3,912,007 Sylebra Capital Management, Ltd - 3,912,007 Gibson Daniel Patrick - 3,912,007
(c)	Please refer to exhibit 2 in relation to the transactions with respect to the Issuers common stock within the last 60 days by the Reporting Persons.
(d)	No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's Common Stock.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided in Items 3, 4 and 5 is hereby incorporated herein by this reference. Except for the Joint Filing Agreement attached hereto as Exhibit 1, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the knowledge of any of the Reporting Persons, any other person or entity referred to in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 1 Joint Filing Agreement, dated as of July 28, 2025 by and among the Reporting Persons.

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.

Sylebra Capital Ltd

Signature:	/s/ Matthew Whitehead
Name/Title:	Matthew Whitehead, Authorized Signatory
Date:	07/29/2025

SYLEBRA CAPITAL LLC

Signature:	/s/ Matthew Whitehead
Name/Title:	Matthew Whitehead, Authorized Signatory
Date:	07/29/2025

Sylebra Capital Management, Ltd

Signature:	/s/ Matthew Whitehead
Name/Title:	Matthew Whitehead, Authorized Signatory
Date:	07/29/2025

Gibson Daniel Patrick

Signature:	/s/ Daniel Patrick Gibson
Name/Title:	Daniel Patrick Gibson, Individual
Date:	07/29/2025

FAQ

When is MIRA's (MIRA) shareholder meeting to vote on the SKNY merger?

The virtual annual meeting is scheduled for September 11 2025 at 10:00 a.m. ET.

What ownership split is expected after the MIRA–SKNY merger?

Post-closing, legacy MIRA and SKNY holders will each own about 50 % of the combined company.

How many new MIRA shares will be issued under Proposal 1?

MIRA will issue shares (or convertible securities) exceeding 20 % of its pre-merger outstanding stock to SKNY holders.

What cash does SKNY contribute to the combined entity?

SKNY must have at least $5 million in cash, marketable securities or a combination thereof at closing.

Will MIRA shareholders receive any cash or different securities in the merger?

No. Existing MIRA shareholders will retain their current shares; only SKNY equity converts into new MIRA stock.