STOCK TITAN

Stablecoin Development Corp (SDEV) holders report 47.7M-share stake

(Moderate)
(Neutral)
Form Type
SCHEDULE 13D/A

Rhea-AI Filing Summary

A group led by Framework Ventures IV L.P., together with Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, reports beneficial ownership of 47,723,141 shares of Stablecoin Development Corp common stock, representing approximately 46.7% of the outstanding class.

Amendment No. 6 to their Schedule 13D reflects the vesting of the second tranche of Pre-Funded Warrants to purchase 15,032,775 shares, equal to 30% of the total shares issuable under Pre-Funded Warrants issued on January 16, 2026. The ownership calculation uses 50,449,780 shares outstanding as of June 15, 2026 and also assumes vesting of 26,839,986 shares underlying Pre-Funded Warrants held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Michael Kazley, which are considered part of a "group" with the reporting persons under Rule 13d-3. The group has shared, but no sole, voting and dispositive power over the Subject Shares and reports no other transactions in the past 60 days.

Positive

  • None.

Negative

  • None.

Filing Explained

The amendment records warrant vesting, while any dilution remains contingent on later exercise and share issuance.

This Schedule 13D amendment updates the group’s beneficial-ownership report for the second-tranche vesting of pre-funded warrants; it records a vested warrant position, not a reported exercise.

Because a pre-funded warrant converts to shares when exercised, the filing describes issuance as a later step rather than part of the vesting event reported here.

If the vested warrants are exercised and shares are issued, the total share count would increase and existing holders’ percentage ownership would decrease, absent offsetting changes.

The relevant line item to monitor is exercise of the vested warrants, which would be the point at which the disclosed warrant position converts into shares.

Beneficial ownership 47,723,141 shares of Common Stock Aggregate Subject Shares beneficially owned by the reporting persons
Ownership percentage 46.7% Approximate percentage of Stablecoin Development common stock represented by the Subject Shares
Shares outstanding 50,449,780 shares of Common Stock Shares outstanding as of June 15, 2026 used for ownership calculations
Second tranche warrants 15,032,775 shares Shares underlying the second tranche of Pre-Funded Warrants that have vested
R01 warrants aggregate 26,839,986 shares Shares of Common Stock underlying Pre-Funded Warrants issued to R01 entities and Michael Kazley
Pre-Funded Warrants financial
"the vesting of the second tranche of Pre-Funded Warrants to purchase 15,032,775 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.
beneficially own financial
"The Reporting Persons beneficially own an aggregate of 47,723,141 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 the Reporting Persons 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.
shared voting power financial
"Shared power to vote or direct vote: 47,723,141.00 shares of Common Stock"
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.

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

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FAQ

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

The Framework Ventures group reports beneficial ownership of 47,723,141 shares of Stablecoin Development Corp common stock, representing approximately 46.7% of the outstanding class, based on 50,449,780 shares outstanding as of June 15, 2026 and certain warrant vesting assumptions.

What triggered Amendment No. 6 to the Schedule 13D for Stablecoin Development Corp (SDEV)?

Amendment No. 6 was filed to reflect the vesting of the second tranche of Pre-Funded Warrants to purchase 15,032,775 shares. This tranche represents 30% of the total shares issuable upon exercise of Pre-Funded Warrants issued on January 16, 2026.

How many Stablecoin Development Corp (SDEV) shares are used to calculate the ownership percentage?

The reported ownership percentage is calculated using 50,449,780 shares of Stablecoin Development Corp common stock outstanding as of June 15, 2026, and also assumes vesting of 26,839,986 shares underlying Pre-Funded Warrants held by certain R01-related investors.

Who are the reporting persons in the Stablecoin Development Corp (SDEV) Schedule 13D/A?

The reporting persons are Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson. They may also be deemed to share beneficial ownership with certain R01 entities and Michael Kazley for Rule 13d-3 purposes.

What voting and dispositive powers over SDEV shares does the Framework Ventures group report?

The group reports 0 shares with sole voting or dispositive power and 47,723,141 shares with shared voting and shared dispositive power. No other person is known to have rights to dividends or sale proceeds from these Subject Shares.

Have the reporting persons traded Stablecoin Development Corp (SDEV) shares recently?

The reporting persons state that, except as described in the Schedule 13D/A, they have not effected any transactions in Stablecoin Development Corp common stock during the past 60 days, indicating no additional open-market trades in that period.





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)
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




Comment for Type of Reporting Person:
This Amendment No. 6 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 15,032,775 shares, representing 30% of the total number of shares issuable upon the 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 26,839,986 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




Comment for Type of Reporting Person:
This Amendment No. 6 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 15,032,775 shares, representing 30% of the total number of shares issuable upon the 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 26,839,986 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




Comment for Type of Reporting Person:
This Amendment No. 6 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 15,032,775 shares, representing 30% of the total number of shares issuable upon the 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 26,839,986 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




Comment for Type of Reporting Person:
This Amendment No. 6 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 15,032,775 shares, representing 30% of the total number of shares issuable upon the 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 26,839,986 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




Comment for Type of Reporting Person:
This Amendment No. 6 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 15,032,775 shares, representing 30% of the total number of shares issuable upon the 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 50,449,780 shares of Common Stock outstanding as of June 15, 2026 and also contemplates the vesting of an aggregate of 26,839,986 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


Framework Ventures IV L.P.
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson / Authorized Signator
Date:07/24/2026
Framework Ventures Management LLC
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson / Authorized Signatory
Date:07/24/2026
Framework Ventures IV GP LLC
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson / Authorized Signatory
Date:07/24/2026
Spencer Vance
Signature:/s/ Vance Spencer
Name/Title:Vance Spencer
Date:07/24/2026
Anderson Michael Ernest
Signature:/s/ Michael Ernest Anderson
Name/Title:Michael Ernest Anderson
Date:07/24/2026