Senti Biosciences holder reports 54.6% stake

Rhea-AI Filing Summary

Senti Biosciences Holdings, Inc. (SNTI) is the subject of an amended Schedule 13D showing that entities affiliated with Celadon Partners, including Celadon Partners SPV 24, Celadon Partners, LLC and CPIF II-7 Limited, report beneficial ownership of 25,748,890 shares of Common Stock, representing 54.6% of the class on an as‑adjusted basis. This percentage assumes a total of 47,116,644 shares outstanding, including 15,971,890 shares issuable upon exchange of certain Initial Notes pursuant to a Securities Purchase Agreement. On September 3, 2026, Senti entered into an Equity Commitment Letter with CPIF II-9 Limited, an affiliate of Celadon, under which the investor commits to purchase newly issued Common Stock for an aggregate $2,500,000 at a per‑share price equal to the Nasdaq Listing Rule 5635(d) "Minimum Price". The commitment is subject to conditions including consummation of the Merger closing, Nasdaq accepting a stockholders’ equity compliance plan, Senti retaining at least $600,000 of cash or equivalents after closing, maintaining Nasdaq Capital Market listing, and execution of a registration rights agreement; Senti plans to use substantially all of the proceeds to support its business following completion of the Merger.

Key Figures

Beneficial ownership shares: 25,748,890 shares Beneficial ownership percentage: 54.6% Equity Commitment Amount: $2,500,000 +4 more

7 metrics

Beneficial ownership shares 25,748,890 shares Shares of Senti common stock beneficially owned by each reporting person

Beneficial ownership percentage 54.6% Portion of Senti common stock represented by 25,748,890 shares on an as-adjusted basis

Equity Commitment Amount $2,500,000 Aggregate purchase price for newly issued Senti common stock under the Equity Commitment Letter

As-adjusted shares outstanding baseline 47,116,644 shares Total shares used to calculate ownership percentage, including assumed Initial Note exchange

Shares outstanding as of July 31, 2026 31,144,754 shares Common stock issued and outstanding per Senti Form 10-Q for quarter ended June 30, 2026

Shares issuable upon Initial Notes exchange 15,971,890 shares Assumed immediate exchange of Initial Notes for Senti common stock under Securities Purchase Agreement

Minimum cash retention condition $600,000 Required existing cash or cash equivalents Senti must retain after Closing for the commitment

Key Terms

Equity Commitment Letter, Minimum Price, Nasdaq Compliance Plan, registration rights agreement, +2 more

6 terms

Equity Commitment Letter financial

"the Issuer entered into an equity commitment letter (the "Equity Commitment Letter")"

A written promise from an investor or group to provide a specified amount of capital for a deal, such as an acquisition or a new financing round. It matters to investors because it shows how likely a transaction is to close and how much fresh money will be available, similar to a down-payment commitment when buying a house: the stronger the promise, the less risk that the deal will fall apart or that existing shareholders will face unexpected dilution.

Minimum Price market

"at a per share price equal to the "Minimum Price" as defined in Nasdaq Listing Rule 5635(d)"

The minimum price is the lowest allowable or acceptable price at which a security, share offering, product, or sale can be bought or sold. Think of it like the smallest tag on a store item that the seller will accept; for investors it sets a floor for entry or sale, affects potential returns and liquidity, and can influence demand by limiting purchases below that level.

Nasdaq Compliance Plan regulatory

"the Issuer's ability to satisfy the minimum stockholders' equity requirement ... (the "Nasdaq Compliance Plan")"

registration rights agreement financial

"execution and delivery ... of a registration rights agreement providing the Investor"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Securities Purchase Agreement financial

"exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement"

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

"for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned"

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.

FAQ

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

How much of Senti Biosciences Holdings, Inc. (SNTI) do the Celadon-affiliated reporting persons claim to own?

The reporting persons disclose beneficial ownership of 25,748,890 shares of Senti common stock, representing 54.6% of the class, based on an assumed total of 47,116,644 shares outstanding including shares issuable upon exchange of Initial Notes.

What is the size and pricing basis of the new equity commitment for SNTI?

CPIF II-9 Limited commits to purchase newly issued Senti common stock for an aggregate $2,500,000, at a per share price equal to the “Minimum Price” under Nasdaq Listing Rule 5635(d). The number of shares equals $2,500,000 divided by this per share price, rounded down.

What conditions must be met before the $2.5 million equity commitment to SNTI is funded?

Funding requires the Closing of the Merger, Nasdaq’s receipt of a Nasdaq Compliance Plan, Senti retaining at least $600,000 in cash or equivalents post‑closing, Senti taking steps to maintain Nasdaq Capital Market listing, and execution of a registration rights agreement.

How does SNTI plan to use the proceeds from the equity commitment?

Senti plans to use substantially all of the proceeds from the sale of common stock under the Equity Commitment Letter to support its business following completion of the Merger.

What share count does the 54.6% ownership figure for SNTI rely on?

The 54.6% beneficial ownership is calculated using 47,116,644 shares of common stock, comprised of 31,144,754 shares outstanding as of July 31, 2026 and 15,971,890 shares assumed issued upon exchange of Initial Notes under a Securities Purchase Agreement.

Who are the reporting persons in this 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, with voting and dispositive power over the same 25,748,890 Senti common shares reported.

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

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Available on EDGAR 09/11/2026 - 05:00 PM Accepted by SEC EDGAR 09/11/2026 - 05:00 PM 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)

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)

09/03/2026

(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 Common Stock assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, 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 assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, 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 assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, 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. 6 ("Amendment No. 6") to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on March 13, 2025 (as amended, the "Schedule 13D"). This Amendment No. 6 supplements Items 3 and 4 and amends and restates Item 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	On September 3, 2026, the Issuer entered into an equity commitment letter (the "Equity Commitment Letter") with CPIF II-9 Limited (the "Investor"), an entity affiliated with Celadon Partners SPV 24. Pursuant to the Equity Commitment Letter, the Investor commits to purchase, or to cause one or more of its affiliates to purchase, newly issued shares of Common Stock, for an aggregate purchase price equal to $2,500,000 (the "Commitment"; such amount, the "Commitment Amount"), at a per share price equal to the "Minimum Price" as defined in Nasdaq Listing Rule 5635(d) (the "Per Share Price"). The number of shares to be purchased shall equal the Commitment Amount divided by the Per Share Price (rounded down to the nearest whole share). The Investor's obligation to satisfy the Commitment is subject to (a) the substantially contemporaneous consummation of the Closing (as defined in the Merger Agreement), (b) the Issuer having submitted to the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") a letter and compliance plan demonstrating the Issuer's ability to satisfy the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market following the consummation of the Closing and the other transactions contemplated by the Merger Agreement (the "Nasdaq Compliance Plan"), provided that the Issuer shall provide the Investor with a reasonable ability to review and comment on the Nasdaq Compliance Plan and shall consider any comments by the Investor in good faith prior to submission of the Nasdaq Compliance Plan, (c) the Issuer retaining at least $600,000 in existing cash or cash equivalents following completion of the Closing, (d) the Issuer having taken commercially reasonable steps to maintain the listing of the Common Stock on the Nasdaq Capital Market through and following the Closing, and (e) the execution and delivery, at or prior to the Closing, of a registration rights agreement providing the Investor (or its applicable affiliate) with customary demand and piggyback registration rights with respect to the Common Stock purchased pursuant to the Equity Commitment Letter.
Item 4.	Purpose of Transaction
	The Issuer plans to use substantially all of the proceeds from the sale of shares of Common Stock pursuant to the Equity Commitment Letter to support its business following completion of the Merger.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 47,116,644 shares of Common Stock that would be issued and outstanding as determined by (i) 31,144,754 shares of Common Stock issued and outstanding as of July 31, 2026, as disclosed in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed by the Issuer with the SEC on August 14, 2026 and (ii) assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, the requisite stockholder approval of the Issuer's stockholders is obtained, and the immediate exchange of such Initial Notes for 15,971,890 shares of Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	See Items 3 and 4.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 3 summarizes the Equity Commitment Letter and the Note and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	I. Equity Commitment Letter, dated September 3, 2026, by and among Senti Biosciences Holdings, Inc. and the investor named therein (incorporated herein by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on September 4, 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:	09/11/2026

Celadon Partners, LLC

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Authorized Signatory
Date:	09/11/2026

CPIF II-7 Limited

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Authorized Signatory
Date:	09/11/2026