Stablecoin Development Corp: Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V. and Giancarlo Devasini filed a Schedule 13G reporting beneficial ownership of 3,009,502 shares of Common Stock subject to a 9.99% Ownership Limitation.
The filing ties the percentage to May 11, 2026 share data, stating 27,115,646 shares outstanding as of May 11, 2026. The Reporting Persons disclaim beneficial ownership of 5,740,498 shares that would otherwise be convertible due to the Ownership Limitation; the securities reported are directly owned by Tether Investments.
Positive
None.
Negative
None.
Insights
Disclosure documents a passive ownership cap and related disclaimers tied to convertible warrants.
The Schedule 13G shows the Reporting Persons report 3,009,502 shares as beneficially owned through warrants and cite an Ownership Limitation that limits conversions above 9.99%. The filing references the issuer's stated May 11, 2026 outstanding share count of 27,115,646.
Timing and cash‑flow treatment are not included in the excerpt; subsequent filings or amendments will disclose any changes in conversion activity or ownership percentages.
Key Figures
Reported beneficial ownership:3,009,502 sharesOwnership Limitation:9.99%Shares outstanding:27,115,646 shares+1 more
4 metrics
Reported beneficial ownership3,009,502 sharesshares issuable upon conversion of warrants held by Tether Investments
Ownership Limitation9.99%aggregate beneficial ownership cap referenced in the filing
Shares outstanding27,115,646 sharesoutstanding as of <date>May 11, 2026</date>
Disclaimed shares5,740,498 sharesshares disclaimed due to Ownership Limitation
"the number of shares ... is limited pursuant to the terms of such warrants to that number of shares ... 9.99% of the total issued"
Schedule 13Gregulatory
"This statement is being filed by Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficial ownershipfinancial
"each Reporting Person may be deemed to beneficially own 3,009,502 shares of Common Stock"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 13d-4regulatory
"In accordance with Rule 13d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Stablecoin Development Corp
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
66987P508
(CUSIP Number)
05/17/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
66987P508
1
Names of Reporting Persons
Tether Global Investments Fund, S.I.C.A.F., S.A.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
EL SALVADOR
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,009,502.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,009,502.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,009,502.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
66987P508
1
Names of Reporting Persons
Tether Investments, S.A. de C.V.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
EL SALVADOR
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,009,502.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,009,502.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,009,502.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP Number(s):
66987P508
1
Names of Reporting Persons
Giancarlo Devasini
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ITALY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,009,502.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,009,502.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,009,502.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Stablecoin Development Corp
(b)
Address of issuer's principal executive offices:
2000 POWELL STREET, SUITE 1150 EMERYVILLE CA 94608
Item 2.
(a)
Name of person filing:
This statement is being filed by Tether Global Investments Fund, S.I.C.A.F., S.A., Tether Investments, S.A. de C.V. ("Tether Investments") and Giancarlo Devasini (collectively, the "Reporting Persons").
(b)
Address or principal business office or, if none, residence:
The principal business address of the Reporting Persons is Final Av. La Revolucion, Colonia San Benito, Edif. Centro, Corporativo Presidente Plaza, Nivel 12, Oficina 2, Distrito de San Salvador, Municipio de San Salvador Centro, Republica de El Salvador.
(c)
Citizenship:
Tether Global Investments Fund, S.I.C.A.F., S.A. and Tether Investments are organized under the laws of the Republic of El Salvador. Mr. Devasini is an Italian citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
66987P508
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Due to the Ownership Limitation (as defined below), each Reporting Person may be deemed to beneficially own 3,009,502 shares of Common Stock, consisting of warrants exercisable for the same number of shares of Common Stock.
The securities reported herein are directly owned by Tether Investments, a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A. Mr. Giancarlo Devasini holds a greater than 50% voting interest in Tether Global Investments Fund, S.I.C.A.F., S.A., and thus indirectly holds voting and dispositive power with respect to the securities held by Tether Global Investments Fund, S.I.C.A.F., S.A., including securities held by Tether Investments.
The number of shares of Common Stock into which certain warrants held by Tether Investments are convertible is limited pursuant to the terms of such warrants to that number of shares of Common Stock that would result in the Reporting Persons and their affiliates having aggregate beneficial ownership of more than 9.99% of the total issued and outstanding shares of Common Stock (the "Ownership Limitation"). In accordance with Rule 13d-4 under the Exchange Act, the Reporting Persons disclaim beneficial ownership of any and all shares of Common Stock issuable upon any conversion of the warrants held by Tether Investments to the extent that such conversion would cause the Reporting Persons' aggregate beneficial ownership to exceed or remain above the Ownership Limitation. Due to the Ownership Limitation, as of the date of this filing, the Reporting Persons disclaim beneficial ownership with respect to the remaining 5,740,498 shares of Common Stock into which such warrants would otherwise be convertible.
(b)
Percent of class:
See Item 11 of each of the cover pages.
This percentage is calculated based upon (i) 27,115,646 shares of Common Stock reported as issued and outstanding as of May 11, 2026, as disclosed in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on May 15, 2026, together with (ii) 3,009,502 shares of Common Stock issuable upon the conversion of certain warrants held by Tether Investments.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Item 5 of each of the cover pages.
(ii) Shared power to vote or to direct the vote:
See Item 6 of each of the cover pages.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 of each of the cover pages.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 of each of the cover pages.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Items 2 and 4 above.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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.
What stake do Tether entities report in Stablecoin Development Corp (NBY)?
They report beneficial ownership of 3,009,502 shares, reflecting the number of shares tied to warrants they hold and subject to an Ownership Limitation capped at 9.99%.
How is the 9.99% Ownership Limitation applied in this filing?
The filing limits conversions of warrants so the Reporting Persons' aggregate beneficial ownership does not exceed 9.99%; they disclaim ownership of shares that would push them above that cap.
What outstanding share figure does the filing use to calculate the percentage?
The percentage is calculated using 27,115,646 shares outstanding as of May 11, 2026, as disclosed by the issuer in its Form 10-Q referenced in the filing.
How many shares do the Reporting Persons disclaim under the Ownership Limitation?
They disclaim beneficial ownership of 5,740,498 shares that otherwise would be convertible from warrants because conversion would exceed the 9.99% ownership cap.
Who directly owns the securities reported in this Schedule 13G?
The securities are directly owned by Tether Investments, S.A. de C.V., a controlled subsidiary of Tether Global Investments Fund, S.I.C.A.F., S.A., as stated in the filing.
