Framework Ventures group holds 45.9% of Stablecoin Development Corp (SDEV) after warrant exercise

Rhea-AI Filing Summary

Framework Ventures IV L.P. and affiliated reporting persons have amended their ownership disclosure for Stablecoin Development Corp following the full cashless exercise of certain pre-funded warrants. They now beneficially own 32,690,366 shares of common stock, representing approximately 45.9% of the outstanding class.

The amendment explains that 11,332,020 shares underlying pre-funded warrants were exercised on a cashless basis, with 24,720 shares withheld to pay the exercise price and 11,307,300 shares issued. Voting and dispositive power over all 32,690,366 shares is reported as shared among the reporting persons.

Insights

Equity ownership and governance analyst

Framework Ventures’ group now reports a 45.9% stake in Stablecoin Development Corp.

The amendment shows Framework Ventures IV and related entities collectively beneficially own 32,690,366 shares of Stablecoin Development Corp common stock. This includes shares issued from the cashless exercise of 11,332,020 pre-funded warrants, a structure where shares are netted after covering the exercise price.

All voting and dispositive power over these shares is reported as shared among the group, giving them substantial influence over shareholder decisions. The filing also notes other investors in the same warrant financing are considered part of the group under Rule 13d-3, which frames this as coordinated beneficial ownership rather than isolated holdings.

The filing is informational, but the reported 45.9% stake indicates a concentrated ownership structure. Future corporate actions that require shareholder approval could be strongly affected by this group’s position, depending on how its members vote their shares.

Key Figures

Beneficial ownership shares: 32,690,366 shares Percent of class: 45.9% Shares outstanding: 27,835,180 shares +4 more

7 metrics

Beneficial ownership shares 32,690,366 shares Aggregate shares beneficially owned by reporting persons

Percent of class 45.9% Portion of Stablecoin Development Corp common stock class

Shares outstanding 27,835,180 shares Common stock outstanding as of June 15, 2026

Pre-funded warrant shares 11,332,020 shares Common stock underlying pre-funded warrants exercised

Shares withheld for exercise price 24,720 shares Warrant shares withheld in cashless exercise

Shares issued from warrants 11,307,300 shares Warrant shares issued to reporting persons

Shared voting power 32,690,366 shares Shares with shared voting power among reporting persons

Key Terms

Pre-Funded Warrants, cashless basis, beneficially own, Rule 13d-3, +1 more

5 terms

Pre-Funded Warrants financial

"pre-funded warrants issued by the Issuer to Framework Ventures IV L.P."

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.

cashless basis financial

"The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

beneficially own financial

"The Reporting Persons beneficially own an aggregate of 32,690,366.00 shares of Common Stock"

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.

Rule 13d-3 regulatory

"considered to be in a group with Framework Ventures IV L.P. ... for purposes of Rule 13d-3"

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.

Subject Shares financial

"The Reporting Persons beneficially own an aggregate of 32,690,366.00 shares of Common Stock (the "Subject Shares")."

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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)

FRAMEWORK VENTURES IV L.P.
600 Montgomery Street, Floor 42,
San Francisco, CA, 628-233-03
94111

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

06/15/2026

(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

Framework Ventures IV L.P.

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 32,690,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,690,366.00

11

Aggregate amount beneficially owned by each reporting person

32,690,366.00

12

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

13

Percent of class represented by amount in Row (11)

45.9 %

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 exercise in full of the 11,332,020 shares of Common Stock issuable upon the exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. and other investors on October 16, 2025 (the "Pre-Funded Warrants," and such shares issuable upon their exercise, the "Warrant Shares"). The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares to pay the exercise price and issuing to the Reporting Persons the remaining 11,307,300 Warrant Shares. The percentage calculation set forth above is based on 27,835,180 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the cashless exercise of 11,332,020 shares of Common Stock underlying the Pre-Funded Warrants issued by the Issuer to R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom are considered to be in a group with Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom 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

Framework Ventures Management 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 32,690,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,690,366.00

11

Aggregate amount beneficially owned by each reporting person

32,690,366.00

12

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

13

Percent of class represented by amount in Row (11)

45.9 %

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 exercise in full of the 11,332,020 shares of Common Stock issuable upon the exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. and other investors on October 16, 2025 (the "Pre-Funded Warrants," and such shares issuable upon their exercise, the "Warrant Shares"). The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares to pay the exercise price and issuing to the Reporting Persons the remaining 11,307,300 Warrant Shares. The percentage calculation set forth above is based on 27,835,180 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the cashless exercise of 11,332,020 shares of Common Stock underlying the Pre-Funded Warrants issued by the Issuer to R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom are considered to be in a group with Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom 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

Framework Ventures IV GP 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 32,690,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,690,366.00

11

Aggregate amount beneficially owned by each reporting person

32,690,366.00

12

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

13

Percent of class represented by amount in Row (11)

45.9 %

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 exercise in full of the 11,332,020 shares of Common Stock issuable upon the exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. and other investors on October 16, 2025 (the "Pre-Funded Warrants," and such shares issuable upon their exercise, the "Warrant Shares"). The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares to pay the exercise price and issuing to the Reporting Persons the remaining 11,307,300 Warrant Shares. The percentage calculation set forth above is based on 27,835,180 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the cashless exercise of 11,332,020 shares of Common Stock underlying the Pre-Funded Warrants issued by the Issuer to R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom are considered to be in a group with Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom 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

Spencer Vance

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 32,690,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,690,366.00

11

Aggregate amount beneficially owned by each reporting person

32,690,366.00

12

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

13

Percent of class represented by amount in Row (11)

45.9 %

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 exercise in full of the 11,332,020 shares of Common Stock issuable upon the exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. and other investors on October 16, 2025 (the "Pre-Funded Warrants," and such shares issuable upon their exercise, the "Warrant Shares"). The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares to pay the exercise price and issuing to the Reporting Persons the remaining 11,307,300 Warrant Shares. The percentage calculation set forth above is based on 27,835,180 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the cashless exercise of 11,332,020 shares of Common Stock underlying the Pre-Funded Warrants issued by the Issuer to R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom are considered to be in a group with Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom 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

Anderson Michael Ernest

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 32,690,366.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 32,690,366.00

11

Aggregate amount beneficially owned by each reporting person

32,690,366.00

12

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

13

Percent of class represented by amount in Row (11)

45.9 %

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 exercise in full of the 11,332,020 shares of Common Stock issuable upon the exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. and other investors on October 16, 2025 (the "Pre-Funded Warrants," and such shares issuable upon their exercise, the "Warrant Shares"). The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares to pay the exercise price and issuing to the Reporting Persons the remaining 11,307,300 Warrant Shares. The percentage calculation set forth above is based on 27,835,180 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the cashless exercise of 11,332,020 shares of Common Stock underlying the Pre-Funded Warrants issued by the Issuer to R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom are considered to be in a group with Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom 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 21, 2026, as amended and supplemented by that certain Amendment No. 3 to Schedule 13D filed on April 30, 2026, and as amended and supplemented by that certain Amendment No. 4 to Schedule 13D filed on May 19, 2026 (as amended, the "Statement") by Framework Ventures IV L.P. ("Framework") 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 exercise in full of the 11,332,020 shares of Common Stock issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants," and such shares issuable upon their exercise, the "Warrant Shares"). The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares to pay the exercise price and issuing to the Reporting Persons the remaining 11,307,300 Warrant Shares. 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 Framework in the Statement remains unchanged.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Persons beneficially own an aggregate of 32,690,366.00 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 45.9% of the outstanding shares of Common Stock. This percentage calculation is based on 27,835,180 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the cashless exercise of 11,332,020 shares of Common Stock underlying the Pre-Funded Warrants issued by the Issuer to R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, each of which or whom are considered to be in a "group" with the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act.
(b)	1. Sole power to vote or direct vote: 0.00 2. Shared power to vote or direct vote: 32,690,366.00 shares of Common Stock 3. Sole power to dispose or direct the disposition: 0.00 4. Shared power to dispose or direct the disposition: 32,690,366.00 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.

Framework Ventures IV L.P.

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	06/17/2026

Framework Ventures Management LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	06/17/2026

Framework Ventures IV GP LLC

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson / Authorized Signatory
Date:	06/17/2026

Spencer Vance

Signature:	/s/ Vance Spencer
Name/Title:	Vance Spencer
Date:	06/17/2026

Anderson Michael Ernest

Signature:	/s/ Michael Ernest Anderson
Name/Title:	Michael Ernest Anderson
Date:	06/17/2026

FAQ

What stake in Stablecoin Development Corp (SDEV) does Framework Ventures now report?

Framework Ventures and affiliated reporting persons now beneficially own 32,690,366 shares of Stablecoin Development Corp common stock, representing approximately 45.9% of the outstanding class. This gives the group substantial influence over shareholder decisions and corporate governance outcomes.

What triggered Amendment No. 5 to the Schedule 13D for Stablecoin Development Corp (SDEV)?

Amendment No. 5 was filed to reflect the full cashless exercise of pre-funded warrants for 11,332,020 shares of common stock. The amendment updates the group’s beneficial ownership and percentage of the class after this warrant exercise event.

How many shares were issued to the Framework Ventures group from the pre-funded warrants in SDEV?

From 11,332,020 warrant shares, 24,720 shares were withheld to cover the exercise price and 11,307,300 shares were issued to the reporting persons. These shares are included in the group’s total beneficial ownership of 32,690,366 shares.

What is the share count base used to calculate Framework Ventures’ 45.9% ownership of SDEV?

The 45.9% ownership is based on 27,835,180 shares of Stablecoin Development Corp common stock outstanding as of June 15, 2026, and contemplates the cashless exercise of 11,332,020 shares underlying pre-funded warrants held by the group.

Do Framework Ventures and related entities have sole or shared voting power over SDEV shares?

The reporting persons disclose 0 shares with sole voting power and 32,690,366 shares with shared voting power. They also report the same split for dispositive power, indicating decisions over these shares are shared among the group members.

Who else is included in the group with Framework Ventures in this SDEV Schedule 13D/A?

The group includes Framework Ventures IV L.P., Framework Ventures IV GP LLC, Framework Ventures Management LLC, Vance Spencer, Michael Ernest Anderson, and investors such as R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC, and Michael Kazley under Rule 13d-3.