Senti Biosciences holder reports 54.6% stake
Celadon-affiliated entities report beneficial ownership of 25,748,890 shares of Senti Biosciences Holdings common stock, representing 54.6% of the class, with shared voting and dispositive power.
Rhea-AI Filing Summary
Celadon-affiliated entities report beneficial ownership of 25,748,890 shares of Senti Biosciences Holdings common stock, representing 54.6% of the class, with shared voting and dispositive power. This total includes 15,971,890 shares of common stock issuable upon exchange of Initial Notes, contingent on stockholder approval and an immediate exchange.
They describe an Agreement and Plan of Merger among Senti Biosciences Holdings, Senti Holdings (Midco), Senti Biosciences (Opco), Celadon Partners SPV 35 (Parent) and Senti Merger Sub. Merger Sub will merge into Midco, whose shareholders will receive contingent value rights for potential milestone payments of up to $60 million tied to SENTI-202. Within 21 days of the Merger Agreement, Parent or an affiliate must fund and purchase Additional Notes equal to $6,000,000 minus any net proceeds from Senti stock sales under its existing at-the-market facility, with Parent able to direct use of that facility. Following the Merger, Senti Biosciences is expected to remain a public company with a streamlined operating structure, retaining selected intellectual property, collaborations and early-stage Regulator Dial programs.
Positive
- None.
Negative
- None.
Insights
Analyzing...
Key Figures
Beneficial ownership: 25,748,890 shares
Ownership percentage: 54.6%
Shares issuable on Initial Notes exchange: 15,971,890 shares
+3 more
6 metrics
Beneficial ownership
25,748,890 shares
Shares of Senti Biosciences common stock beneficially owned with shared voting and dispositive power
Ownership percentage
54.6%
Percent of Senti Biosciences common stock class represented by the reporting persons' aggregate holdings
Shares issuable on Initial Notes exchange
15,971,890 shares
Common shares issuable upon exchange of Initial Notes issued May 20, 2026, subject to stockholder approval and exchange
CVR milestone cap
$60 million
Aggregate potential milestone payments under CVRs tied to SENTI-202 for Midco shareholders
Additional Funding Amount
$6,000,000
Maximum amount for Additional Notes purchase, reduced by net proceeds from the ATM facility
Funding deadline
21 days
Period after the Merger Agreement within which Parent or an affiliate must fund and purchase Additional Notes
Key Terms
contingent value rights, at-the-market offering facility, Securities Purchase Agreement, beneficially owned, +1 more
5 terms
contingent value rights financial
"into the right to receive contingent value rights (CVRs) representing the right to receive"
Contingent value rights are special financial instruments that give their holder the potential to receive additional payments if certain future events or conditions happen, such as the achievement of specific business milestones. They are like a promise of extra rewards that depend on how well a project or company performs later on. Investors care about them because they offer a chance for extra gains but also carry uncertainty, as the extra payments are not guaranteed.
at-the-market offering facility financial
"pursuant to the Issuer's existing at-the-market offering facility with Leerink Partners LLC"
A program that lets a company sell newly issued shares directly into the open market at prevailing prices over time through a broker, rather than all at once. Think of it as a faucet that lets the company draw small, on-demand amounts of cash when needed. Investors care because it provides flexible, lower-cost fundraising but increases the total shares outstanding — which can reduce existing holders’ ownership and may influence the stock price.
Securities Purchase Agreement financial
"Additional Notes (as defined in the Securities Purchase Agreement) in accordance with the terms"
A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.
beneficially owned financial
"Aggregate amount beneficially owned by each reporting person 25,748,890.00"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
dispositive power financial
"Shared Dispositive Power 25,748,890.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
FAQ
What ownership stake do Celadon-affiliated entities hold in Senti Biosciences (SNTI)?
Celadon-affiliated entities beneficially own 25,748,890 shares of Senti Biosciences common stock, representing 54.6% of the outstanding class. These holdings reflect shared voting and dispositive power and include 15,971,890 shares issuable upon exchange of certain Initial Notes, subject to stockholder approval.
Which Senti Biosciences (SNTI) assets are targeted in the Celadon-backed merger?
The Merger is intended to acquire Senti Biosciences' Gene-Circuit-enabled pipeline, including rights to SENTI-202. Senti Biosciences is expected to remain public, retaining certain intellectual property, collaborations and early-stage programs focused on its Regulator Dial technology platform.
What funding commitments are tied to the Senti Biosciences (SNTI) merger?
Parent or an affiliate must purchase Additional Notes in an amount equal to $6,000,000 minus net proceeds from Senti stock sales under its existing at-the-market facility. This funding must occur within 21 days of the Merger Agreement, with Parent able to direct ATM usage.
Who are the reporting persons in this Senti Biosciences (SNTI) Schedule 13D/A amendment?
The reporting persons are Celadon Partners SPV 24, Celadon Partners, LLC, and CPIF II-7 Limited, each organized in the Cayman Islands. Each reports the same aggregate beneficial ownership of 25,748,890 shares of Senti Biosciences common stock with shared voting and dispositive power.
Will Senti Biosciences (SNTI) remain a public company after the Celadon transaction?
Following the Merger, Senti Biosciences is expected to remain a public company with a streamlined operating structure. It is expected to retain certain intellectual property, collaborations and early-stage programs, while the remaining business is expected to merge into a subsidiary of Parent.
AI-generated analysis. How Rhea-AI works. Not financial advice.
