R01 group nears 50% stake in Stablecoin Dev Corp

Stablecoin Development Corp’s major holder updated its ownership after exercising pre-funded warrants.

Rhea-AI Filing Summary

Stablecoin Development Corp’s major holder updated its ownership after exercising pre-funded warrants. R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC now beneficially own 33,404,510 shares of common stock, representing about 46.9% of the company, based on 27,835,180 shares outstanding as of June 15, 2026.

Michael Kazley, who is associated with these entities, beneficially owns 37,523,338 shares, or about 49.8% of the common stock. The change reflects a cashless exercise of 11,332,020 pre-funded warrants issued in October 2025, in which 24,720 shares were withheld to cover the exercise price and 11,307,300 shares were issued.

Insights

Equity ownership & governance analyst

Nearly half of SDEV’s equity is now held by a coordinated holder group.

R01 Fund LP, affiliated entities and Michael Kazley now report beneficial ownership of between 46.9% and 49.8% of Stablecoin Development Corp’s common stock. This concentration follows full cashless exercise of pre-funded warrants issued in October 2025.

The filing explains that the ownership percentages are calculated on June 15, 2026, assuming exercise of 11,332,020 shares underlying additional pre-funded warrants held by related Framework Ventures entities that are considered part of a Rule 13d-3 “group.” This structure highlights coordinated influence across multiple funds and individuals.

The amendment signals that pre-funded warrants originally issued to these investors have largely converted into common equity, reducing derivative overhang while formalizing a sizable block. Future company filings may clarify any resulting governance arrangements or board representation tied to this ownership level.

Key Figures

R01 beneficial ownership: 33,404,510 shares R01 ownership percentage: 46.9% Kazley beneficial ownership: 37,523,338 shares +5 more

8 metrics

R01 beneficial ownership 33,404,510 shares R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC beneficial ownership

R01 ownership percentage 46.9% Percent of SDEV common stock represented by R01 Shares

Kazley beneficial ownership 37,523,338 shares Kazley Shares as defined in Item 5(a)

Kazley ownership percentage 49.8% Percent of SDEV common stock represented by Kazley Shares

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

Pre-funded warrant shares 11,332,020 shares Common stock issuable upon exercise of Pre-Funded Warrants

Shares issued on cashless exercise 11,307,300 shares Warrant Shares issued to reporting persons after withholding

Shares withheld for exercise price 24,720 shares Warrant Shares withheld to pay exercise price

Key Terms

beneficially own, Pre-Funded Warrants, cashless exercise, Rule 13d-3, +2 more

6 terms

beneficially own financial

"R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 33,404,510.00 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

"pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on October 16, 2025 (the "Pre-Funded Warrants""

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 exercise financial

"The Reporting Persons paid the exercise price on a cashless basis, resulting in the withholding of 24,720 of the Warrant Shares"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

Rule 13d-3 regulatory

"are 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.

group regulatory

"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"

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What percentage of Stablecoin Development Corp (SDEV) does R01 Fund now beneficially own?

R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own about 33,404,510 shares of Stablecoin Development Corp common stock, representing approximately 46.9% of the outstanding shares, using 27,835,180 shares outstanding as of June 15, 2026 as the reference base.

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

Michael Kazley beneficially owns an aggregate of 37,523,338 shares of Stablecoin Development Corp common stock. This stake represents approximately 49.8% of the company’s outstanding common stock, based on 27,835,180 shares outstanding as of June 15, 2026 and related warrant exercises.

What is the role of pre-funded warrants in the SDEV Schedule 13D/A filing?

The amendment reflects full exercise of 11,332,020 pre-funded warrant shares issued in October 2025. The holders used a cashless exercise, with 24,720 shares withheld to pay the exercise price and 11,307,300 shares of Stablecoin Development Corp common stock issued to the reporting persons.

What share count did the SDEV Schedule 13D/A use to calculate ownership percentages?

Ownership percentages are based on 27,835,180 shares of Stablecoin Development Corp common stock outstanding as of June 15, 2026. The calculations also assume cashless exercise of 11,332,020 shares of common stock underlying additional pre-funded warrants held by specified Framework Ventures entities.

Who is considered part of the reporting group in the SDEV Schedule 13D/A?

The filing treats R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC, Michael Kazley and certain Framework Ventures entities as a “group” under Rule 13d-3. These parties collectively influence the ownership calculation and are referenced together as reporting persons or group members.

Does any person other than the reporting group have rights to SDEV dividends or sale proceeds?

The filing states that no person other than the reporting persons is known to have the right to receive, or direct the receipt of, dividends or proceeds from the sale of the reported Stablecoin Development Corp shares, clarifying economic interest in the disclosed ownership positions.

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

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Accepted by SEC EDGAR 06/17/2026 - 08:23 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)

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)

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

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 33,404,510.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,404,510.00

11

Aggregate amount beneficially owned by each reporting person

33,404,510.00

12

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

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

PN

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 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. 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 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 33,404,510.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,404,510.00

11

Aggregate amount beneficially owned by each reporting person

33,404,510.00

12

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

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

OO

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 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. 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 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 33,404,510.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 33,404,510.00

11

Aggregate amount beneficially owned by each reporting person

33,404,510.00

12

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

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

OO

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 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. 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 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 33,404,510.00
9	Sole Dispositive Power 4,118,828.00
10	Shared Dispositive Power 33,404,510.00

11

Aggregate amount beneficially owned by each reporting person

37,523,338.00

12

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

13

Percent of class represented by amount in Row (11)

49.8 %

14

Type of Reporting Person (See Instructions)

IN

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 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. 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 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: 2000 POWELL STREET, SUITE 1150, EMERYVILLE, CALIFORNIA , 94608.
Item 1 Comment: Explanatory Note: This Amendment No. 6 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 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (the "Company"). This Amendment No. 6 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. 6 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 33,404,510.00 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 46.9% 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 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 37,523,338.00.00 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 49.8% 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 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: 33,404,510.00 shares of Common Stock Michael Kazley: 33,404,510.00 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: 33,404,510.00 shares of Common Stock Michael Kazley: 33,404,510.00 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.

R01 Fund LP

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Principal
Date:	06/17/2026

R01 Capital LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	06/17/2026

R01 Capital Manager LLC

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley / Managing Member
Date:	06/17/2026

Kazley Michael John

Signature:	/s/ Michael Kazley
Name/Title:	Michael Kazley
Date:	06/17/2026