R01 group and Kazley (SDEV) report over 50M Stablecoin shares owned

Rhea-AI Filing Summary

Stablecoin Development Corp has an updated ownership disclosure reflecting the vesting of a second tranche of pre-funded warrants to purchase 16,103,992 shares, equal to 30% of the total shares issuable under pre-funded warrants issued on January 16, 2026.

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC together beneficially own 49,508,502 shares of common stock, representing 48.4% of the class, including shares underlying vested pre-funded warrants. Michael Kazley beneficially owns 53,627,330 shares, or 52.4% of the common stock.

These percentages use 50,449,780 shares outstanding as of June 15, 2026 and also include 25,054,625 shares issuable upon vesting of pre-funded warrants held by affiliated Framework Ventures entities treated as part of the same group. The reporting persons share voting and dispositive power over 49,508,502 shares, and Kazley additionally has sole dispositive power over 4,118,828 shares.

Key Figures

R01 beneficial ownership: 49,508,502 shares R01 ownership percentage: 48.4% Kazley beneficial ownership: 53,627,330 shares +5 more

8 metrics

R01 beneficial ownership 49,508,502 shares Aggregate common shares beneficially owned by R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC

R01 ownership percentage 48.4% Portion of Stablecoin Development common stock represented by R01 Shares

Kazley beneficial ownership 53,627,330 shares Aggregate common shares beneficially owned by Michael Kazley

Kazley ownership percentage 52.4% Portion of Stablecoin Development common stock represented by Kazley Shares

Shares outstanding baseline 50,449,780 shares Common stock outstanding as of June 15, 2026 used for ownership calculations

Second tranche pre-funded warrants 16,103,992 shares Shares underlying second tranche of pre-funded warrants whose vesting triggered the ownership update

Framework pre-funded warrants 25,054,625 shares Aggregate shares underlying Pre-Funded Warrants held by Framework Ventures-related investors

Shared voting and dispositive power 49,508,502 shares Shares over which the reporting persons share voting and dispositive authority

Key Terms

beneficially own, pre-funded warrants, shared voting power, shared dispositive power, +1 more

5 terms

beneficially own financial

"R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 49,508,502 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

"vesting of the second tranche of pre-funded warrants to purchase 16,103,992 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.

shared voting power financial

"Shared Voting Power 49,508,502.00"

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.

shared dispositive power financial

"Shared Dispositive Power 49,508,502.00"

Rule 13d-3 regulatory

"considered to be in a group with the Reporting Persons for the 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.

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

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Available on EDGAR 07/24/2026 - 04:48 PM Accepted by SEC EDGAR 07/24/2026 - 04:47 PM Learn about SEC filing dates

FAQ

What stake in Stablecoin Development Corp (SDEV) do the R01 entities report?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC together report beneficial ownership of 49,508,502 Stablecoin Development Corp common shares, representing 48.4% of the class. This figure includes shares underlying vested pre-funded warrants and is calculated on a specific outstanding-share base with related warrant issuances.

How many Stablecoin Development Corp (SDEV) shares does Michael Kazley beneficially own?

Michael Kazley is reported to beneficially own 53,627,330 Stablecoin Development Corp common shares, equal to 52.4% of the class. This includes shares over which he shares voting and dispositive power with the R01 entities, plus 4,118,828 shares over which he has sole dispositive authority.

What are the key terms of the pre-funded warrants related to SDEV in this ownership report?

The disclosure reflects vesting of a second tranche of pre-funded warrants to purchase 16,103,992 SDEV shares, or 30% of the total issuable under those warrants issued January 16, 2026. It also contemplates 25,054,625 shares underlying related pre-funded warrants held by Framework Ventures affiliates.

What is the reference share count for ownership percentages in SDEV?

Ownership percentages for SDEV are calculated using 50,449,780 shares of common stock outstanding as of June 15, 2026, plus shares issuable upon vesting of specified pre-funded warrants. This baseline is used to derive the 48.4% R01 stake and 52.4% beneficial ownership attributed to Michael Kazley.

How are voting and dispositive powers over SDEV shares allocated among the reporting persons?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC report 0 shares with sole voting or dispositive power but 49,508,502 shares with shared voting and dispositive power. Michael Kazley shares voting and dispositive power over those 49,508,502 shares and has sole dispositive power over an additional 4,118,828 shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

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)

07/18/2026

(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 49,508,502.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,508,502.00

11

Aggregate amount beneficially owned by each reporting person

49,508,502.00

12

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

13

Percent of class represented by amount in Row (11)

48.4 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

This Amendment No. 7 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of the second tranche of pre-funded warrants to purchase 16,103,992 shares, representing 30% 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 25,054,625 shares of Common Stock underlying the 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 are considered to be in a "group" with R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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

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 49,508,502.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,508,502.00

11

Aggregate amount beneficially owned by each reporting person

49,508,502.00

12

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

13

Percent of class represented by amount in Row (11)

48.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 7 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of the second tranche of pre-funded warrants to purchase 16,103,992 shares, representing 30% 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 25,054,625 shares of Common Stock underlying the 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 are considered to be in a "group" with R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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

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 49,508,502.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 49,508,502.00

11

Aggregate amount beneficially owned by each reporting person

49,508,502.00

12

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

13

Percent of class represented by amount in Row (11)

48.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

This Amendment No. 7 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of the second tranche of pre-funded warrants to purchase 16,103,992 shares, representing 30% 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 25,054,625 shares of Common Stock underlying the 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 are considered to be in a "group" with R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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

Kazley Michael John

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 49,508,502.00
9	Sole Dispositive Power 4,118,828.00
10	Shared Dispositive Power 49,508,502.00

11

Aggregate amount beneficially owned by each reporting person

53,627,330.00

12

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

13

Percent of class represented by amount in Row (11)

52.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

This Amendment No. 7 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of the second tranche of pre-funded warrants to purchase 16,103,992 shares, representing 30% 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 25,054,625 shares of Common Stock underlying the 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 are considered to be in a "group" with R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. The reported securities may also be deemed to be beneficially owned by R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, 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: 222 LAKEVIEW AVE, SUITE 800, WEST PALM BEACH, FLORIDA , 33401.
Item 1 Comment: Explanatory Note: This Amendment No. 7 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, as amended and supplemented by that certain Amendment No. 4 to Schedule 13D filed on April 30, 2026, and as amended and supplemented by that certain Amendment No. 5 to Schedule 13D filed on May 19, 2026, and as amended and supplemented by that certain Amendment No. 6 to Schedule 13D filed on June 17, 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. 7 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of the second tranche of pre-funded warrants to purchase 16,103,992 shares of Common Stock, representing 30% of the total number of 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 January 16, 2026 (the "Pre-Funded Warrants"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 7 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 49,508,502 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 48.4% of the outstanding shares of Common Stock. This percentage calculation is based on 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of pre-funded warrants to purchase an aggregate of 25,054,625 shares of Common Stock underlying the 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 are considered to be in a "group" with the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act. Michael Kazley beneficially owns an aggregate of 53,627,330 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 52.4% of the outstanding shares of Common Stock. This percentage calculation is based on 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of pre-funded warrants to purchase an aggregate of 25,054,625 shares of Common Stock underlying the 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 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: 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: 49,508,502 shares of Common Stock Michael Kazley: 49,508,502 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: 49,508,502 shares of Common Stock Michael Kazley: 49,508,502 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:	07/24/2026

R01 Capital LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	07/24/2026

R01 Capital Manager LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	07/24/2026

Kazley Michael John

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley
Date:	07/24/2026