STOCK TITAN

Framework Ventures updates Stablecoin Development (NBY) beneficial stake to 46.4%

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

Framework Ventures IV L.P. and affiliated entities filed Amendment No. 4 to report their beneficial ownership in Stablecoin Development Corp. They collectively beneficially own 32,715,086 shares of common stock (the “Subject Shares”), representing 46.4% of the company’s outstanding common stock.

The updated stake reflects the vesting of pre-funded warrants to purchase 10,021,850 shares issued to Framework Ventures IV L.P. and other investors on January 16, 2026. The ownership percentage is based on 27,115,646 shares outstanding as of May 17, 2026, and also takes into account 10,735,994 shares underlying pre-funded warrants issued to R01-related investors. The reporting persons have shared voting and dispositive power over all Subject Shares and report no other transactions in the stock during the prior 60 days.

Positive

  • None.

Negative

  • None.
Beneficial ownership 32,715,086 shares Subject Shares beneficially owned by reporting persons
Ownership percentage 46.4% Percent of Stablecoin Development common stock class represented
Shares outstanding 27,115,646 shares Common stock outstanding as of May 17, 2026
Framework pre-funded warrants 10,021,850 shares Shares purchasable via vested pre-funded warrants for Framework Ventures IV L.P.
R01 pre-funded warrants 10,735,994 shares Shares underlying pre-funded warrants issued to R01-related investors
Sole voting power 0 shares Sole voting power reported by each reporting person
Shared voting power 32,715,086 shares Shared voting power over Subject Shares
Event date May 17, 2026 Date of event requiring the Schedule 13D/A amendment
beneficially own financial
"The Reporting Persons beneficially own an aggregate of 32,715,086.00 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.
pre-funded warrants financial
"to reflect the vesting of pre-funded warrants to purchase 10,021,850 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 32,715,086.00"
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 32,715,086.00"
Subject Shares financial
"The Reporting Persons beneficially own an aggregate of 32,715,086.00 shares of Common Stock (the "Subject Shares")."
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.





66987P508

(CUSIP Number)
FRAMEWORK VENTURES IV L.P.
600 Montgomery Street, Floor 42,
San Francisco, CA, 94111
628-233-0357

(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




Comment for Type of Reporting Person:
This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,021,850 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 10,735,994 shares of Common Stock underlying 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 may also be deemed to beneficially own the shares held by 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. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,021,850 shares, representing 20% of the total number of shares issuable upon the exercise of pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 10,735,994 shares of Common Stock underlying 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 may also be deemed to beneficially own the shares held by 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. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,021,850 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 10,735,994 shares of Common Stock underlying 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 may also be deemed to beneficially own the shares held by 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. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,021,850 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 10,735,994 shares of Common Stock underlying 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 may also be deemed to beneficially own the shares held by 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. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.


SCHEDULE 13D




Comment for Type of Reporting Person:
This Amendment No. 4 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,021,850 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to Framework Ventures IV L.P. 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 10,735,994 shares of Common Stock underlying 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 may also be deemed to beneficially own the shares held by 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. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein.


SCHEDULE 13D


Framework Ventures IV L.P.
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson / Authorized Signatory
Date:05/19/2026
Framework Ventures Management LLC
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson / Authorized Signatory
Date:05/19/2026
Framework Ventures IV GP LLC
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson / Authorized Signatory
Date:05/19/2026
Vance Spencer
Signature:/s/ Vance Spencer
Name/Title:Vance Spencer
Date:05/19/2026
Michael Ernest Anderson
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson
Date:05/19/2026

FAQ

What ownership stake in Stablecoin Development Corp does Framework Ventures report in this Schedule 13D/A for NBY?

Framework Ventures and affiliates report beneficial ownership of 32,715,086 shares of Stablecoin Development Corp common stock, representing approximately 46.4% of the outstanding shares based on 27,115,646 shares outstanding as of May 17, 2026.

How many shares of Stablecoin Development Corp common stock are outstanding in the NBY filing?

The filing states that 27,115,646 shares of Stablecoin Development Corp common stock were outstanding as of May 17, 2026. This figure is used to calculate Framework Ventures’ reported 46.4% beneficial ownership in the company’s common stock.

What role do pre-funded warrants play in Framework Ventures’ NBY ownership disclosure?

Framework Ventures’ ownership update reflects vesting of pre-funded warrants to purchase 10,021,850 shares. These pre-funded warrants, issued on January 16, 2026, contribute to the total of 32,715,086 Subject Shares that Framework Ventures and related parties beneficially own.

What voting and dispositive powers over NBY shares does Framework Ventures report?

The reporting persons state they have 0 shares with sole voting or dispositive power and 32,715,086 shares with shared voting and shared dispositive power. This means decisions over these Subject Shares are controlled jointly by the reporting group.

Did Framework Ventures report recent trading activity in Stablecoin Development Corp (NBY) 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 recent market trades are disclosed.