Senti Biosciences (SNTI) backer plans merger and $6M funding

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.

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.

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

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Available on EDGAR 07/16/2026 - 01:56 PM Accepted by SEC EDGAR 07/16/2026 - 01:56 PM Learn about SEC filing dates

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.

How will Midco shareholders be compensated in the Senti Biosciences (SNTI) merger?

Each outstanding share of Midco common stock will be cancelled and converted into contingent value rights (CVRs). These CVRs entitle holders to pro rata portions of milestone payments of up to $60 million in aggregate if specified milestones for SENTI-202 are achieved.

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.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Senti Biosciences Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

816944102

(CUSIP Number)

Lin-Chun Huang
PO Box 500, Suite 210, 2nd Floor,, Windward III Regatta Office Park
Grand Cayman, E9, KY1-1106
806-807-8889

Eleazer Klein, Esq.
McDermott Will & Schulte LLP, 919 Third Avenue
New York, NY, 10022
212-756-2000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/14/2026

(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): 816944102

1

Name of reporting person

Celadon Partners SPV 24

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,748,890.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,748,890.00

11

Aggregate amount beneficially owned by each reporting person

25,748,890.00

12

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

13

Percent of class represented by amount in Row (11)

54.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes 15,971,890 shares of issuable upon the exchange of the Initial Notes (as defined in Item 3 of the Schedule 13D) issued on May 20, 2026, assuming the requisite stockholder approval of the Issuer's stockholders is obtained, and immediate exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).

SCHEDULE 13D

CUSIP Number(s): 816944102

1

Name of reporting person

Celadon Partners, 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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,748,890.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,748,890.00

11

Aggregate amount beneficially owned by each reporting person

25,748,890.00

12

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

13

Percent of class represented by amount in Row (11)

54.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes 15,971,890 shares of Common Stock issuable upon the exchange of the Initial Notes (as defined in Item 3 of the Schedule 13D) issued on May 20, 2026, assuming the requisite stockholder approval of the Issuer's stockholders is obtained, and immediate exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).

SCHEDULE 13D

CUSIP Number(s): 816944102

1

Name of reporting person

CPIF II-7 Limited

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)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 25,748,890.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 25,748,890.00

11

Aggregate amount beneficially owned by each reporting person

25,748,890.00

12

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

13

Percent of class represented by amount in Row (11)

54.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes 15,971,890 shares of Common Stock issuable upon the exchange of the Initial Notes (as defined in Item 3 of the Schedule 13D) issued on May 20, 2026, assuming the requisite stockholder approval of the Issuer's stockholders is obtained, and immediate exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Senti Biosciences Holdings, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2 CORPORATE DRIVE, FIRST FLOOR, SOUTH SAN FRANCISCO, CALIFORNIA , 94080.
Item 1 Comment: The following constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2025 (as amended, the "Schedule 13D"). This Amendment No. 5 supplements Items 3, 4, 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	On July 14, 2026, Senti Biosciences Holdings, Inc. (the "Issuer"), Senti Holdings, Inc. ("Midco"), Senti Biosciences, Inc. ("Opco"), Celadon Partners SPV 35 Limited ("Parent"), and Senti Merger Sub, Inc. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"). Parent is an exempted company incorporated under the laws of the Cayman Islands and is an entity affiliated with Celadon Partners SPV 24. Pursuant to the Merger Agreement, Merger Sub will merge with and into Midco (the "Merger"), with Midco surviving as a wholly owned subsidiary of Parent. At the effective time of the Merger, each outstanding share of Midco common stock (other than shares owned by Midco or its subsidiaries, which will be cancelled) will be cancelled and converted into the right to receive contingent value rights ("CVRs") representing the right to receive pro rata portions of milestone payments of up to $60 million in the aggregate if certain development, regulatory and commercial milestones for SENTI-202 are achieved. Pursuant to the Merger Agreement, no later than twenty-one (21) days from the date of the Merger Agreement, Parent or an affiliate of Parent is required to fund and purchase Additional Notes (as defined in the Securities Purchase Agreement) in accordance with the terms of the Securities Purchase Agreement, in an amount equal to $6,000,000 (the "Additional Funding Amount"), minus the aggregate amount of net proceeds actually received by the Issuer from sales of the Issuer's common stock pursuant to the Issuer's existing at-the-market offering facility with Leerink Partners LLC (the "ATM Facility"). Parent has the right, in its sole discretion, to first direct the Issuer to sell shares of common stock pursuant to the ATM Facility, and net proceeds received will reduce, dollar-for-dollar, the Additional Funding Amount. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit H hereto and is incorporated by reference in this Item 3.
Item 4.	Purpose of Transaction
	The Reporting Persons and their affiliates entered into the Merger Agreement for the purpose of acquiring the Issuer's assets relating to its Gene-Circuit-enabled pipeline, including the rights to SENTI-202, through the Merger. Following the Merger, the Issuer is expected to remain a public company with a streamlined operating structure, retaining certain intellectual property, collaborations and early-stage programs focused on its Regulator Dial(TM) technology platform while the remaining business is expected to merge into Parent's subsidiary.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 3 summarizes the Merger Agreement and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	H. Agreement and Plan of Merger, dated as of July 14, 2026, by and among Senti Biosciences Holdings, Inc., Senti Holdings, Inc., Sentio Biosciences, Inc., Celadon Partners SPV 35 Limited and Senti Merger Sub, Inc. (incorporated herein by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on July 14, 2026 (File No. 001-40440)).

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.

Celadon Partners SPV 24

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Manager, Celadon Partners, LLC (as sole manager of Celadon Partners SPV 24)
Date:	07/16/2026

Celadon Partners, LLC

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Manager
Date:	07/16/2026

CPIF II-7 Limited

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Authorized Signatory
Date:	07/16/2026