Celadon reports 54.6% stake in Senti Biosciences

Celadon-affiliated investors amended their Schedule 13D on Senti Biosciences to reflect a majority ownership position and a new financing deal.

Rhea-AI Filing Summary

Celadon-affiliated investors amended their Schedule 13D on Senti Biosciences to reflect a majority ownership position and a new financing deal. The reporting persons beneficially own 25,748,890 shares of common stock, representing 54.6% of the class, assuming immediate exchange of the Initial Notes for 15,971,890 shares.

The amendment describes a Securities Purchase Agreement under which Senti agreed to issue $10.0 million in Initial Notes and up to $30.0 million in Additional Notes to a Celadon affiliate. These senior, secured notes are convertible or exchangeable at an initial price of $0.6261 per share after a holding company reorganization, with issuer stockholder approval required for exchanges.

Senti plans to use substantially all net proceeds for general corporate purposes and to advance CMC and clinical trials for its SENTI-202 product candidate. The agreement also contemplates a potential CVR transaction that could pay stockholders up to $60.0 million in cash if specified regulatory and sales milestones for SENTI-202 are met, and possible restructuring or merger and acquisition discussions involving Celadon.

Insights

Equity ownership and structured financing analyst

Celadon gains a majority stake in Senti Biosciences and provides up to $40M in convertible financing tied to SENTI-202 milestones.

The filing shows Celadon-affiliated entities beneficially owning 25,748,890 Senti shares, or 54.6% of the common stock on a partially converted basis. This is calculated using 31,144,754 shares outstanding as of April 22, 2026 plus 15,971,890 shares issuable upon immediate exchange of the Initial Notes.

The Securities Purchase Agreement provides $10.0 million in Initial Notes and up to $30.0 million in Additional Notes, all as senior, secured indebtedness of Senti Holdings, convertible or exchangeable at $0.6261 per share. Net proceeds are earmarked mainly for general corporate purposes and advancing SENTI-202 CMC and clinical trials, directly linking the capital to pipeline progression.

A contemplated CVR transaction could deliver up to $60.0 million in cash to current stockholders if SENTI-202 reaches specified regulatory and sales milestones. The reporting persons indicate intentions to explore restructuring or M&A transactions with Senti, including possible capital structure changes. Actual outcomes depend on closing conditions, Celadon’s election for the Additional Notes, stockholder approvals, and SENTI-202’s development and commercial performance.

Key Figures

Beneficial ownership: 25,748,890 shares Ownership percentage: 54.6% of class Shares outstanding baseline: 31,144,754 shares +5 more

8 metrics

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

Ownership percentage 54.6% of class Based on 47,116,644 shares including 15,971,890 from Initial Notes exchange

Shares outstanding baseline 31,144,754 shares Common shares outstanding as of April 22, 2026

Initial Notes principal $10.0 million First tranche aggregate principal amount of Notes

Additional Notes capacity Up to $30.0 million Second tranche aggregate principal amount of Notes

Conversion/exchange price $0.6261 per share Initial conversion and exchange price for Notes

Shares from Initial Notes 15,971,890 shares Common shares assumed on immediate exchange of Initial Notes

Potential CVR payout Up to $60.0 million Cash payable upon SENTI-202 regulatory and sales milestones

Key Terms

Securities Purchase Agreement, senior, secured indebtedness, Holding Company Reorganization, contingent value right, +2 more

6 terms

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the "Securities Purchase Agreement") with CPIF II-7 Limited"

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.

senior, secured indebtedness financial

"The Notes are Senti Holdings' senior, secured indebtedness and are to be guaranteed"

Holding Company Reorganization financial

"the Issuer shall have consummated its previously disclosed holding company reorganization (the "Holding Company Reorganization")"

contingent value right financial

"Senti Holdings would issue a contingent value right to the Issuer's stockholders"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

beneficially owned financial

"aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person"

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.

negative pledges and covenants financial

"The transaction is subject to certain closing conditions and the Notes are subject to certain negative pledges and covenants"

FAQ

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

What ownership stake in Senti Biosciences (SNTI) do the Celadon entities report?

The Celadon-affiliated reporting persons beneficially own 25,748,890 shares of Senti Biosciences common stock, representing 54.6% of the class. This percentage assumes issuance and immediate exchange of the Initial Notes for 15,971,890 shares, bringing the calculated total shares to 47,116,644.

How much financing are Celadon entities providing to Senti Biosciences (SNTI)?

Celadon’s affiliate agreed to purchase $10.0 million of Initial Notes and up to $30.0 million of Additional Notes. These senior, secured notes are issued by Senti Holdings and can be converted or exchanged into common stock at an initial price of $0.6261 per share.

What is the conversion or exchange price of the Senti Biosciences notes?

Both the Initial Notes and Additional Notes are initially convertible or exchangeable at $0.6261 per share. After issuance and the holding company reorganization, holders may convert into Senti Holdings common stock or exchange into Senti or Senti Holdings stock, subject to customary anti-dilution adjustments.

How will Senti Biosciences (SNTI) use the proceeds from the Celadon note financing?

Senti agreed to use substantially all net proceeds from the sale of the Notes for general corporate purposes and to advance CMC and clinical trials for its product candidate SENTI-202. This ties the financing directly to ongoing development activities for that program.

What is the potential value of the contingent value right (CVR) in the Senti Biosciences deal?

The contemplated CVR transaction could provide Senti stockholders with up to $60.0 million in cash. Payments would depend on achieving specified regulatory and sales milestones for SENTI-202, following a merger between a Celadon-affiliated entity and Senti Holdings and issuance of the CVR.

What conditions apply to the Additional Notes in the Senti Biosciences and Celadon agreement?

Issuance of up to $30.0 million in Additional Notes depends on Celadon’s discretionary election and closing conditions. These include Senti executing, within thirty days after closing the Initial Notes, definitive agreements for the CVR transaction involving a merger and CVR issuance to stockholders.

What strategic intentions do the Celadon reporting persons disclose regarding Senti Biosciences (SNTI)?

The reporting persons state they intend to engage in preliminary discussions with Senti about potential restructuring or merger and acquisition transactions. Possible outcomes may include changes to Senti’s capital structure or other matters referenced in Item 4 of Schedule 13D.

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

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Accepted by SEC EDGAR 05/04/2026 - 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. 4)

Senti Biosciences, 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
852 3851 8700

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)

04/27/2026

(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, 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. 4 ("Amendment No. 4") to the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2025 (as amended, the "Schedule 13D"). This Amendment No. 4 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. 4 have the meanings set forth in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	On April 27, 2026, the Issuer, Senti Biosciences Holdings, a direct, wholly owned subsidiary of the Issuer ("Senti Biosciences Holdings"), and Senti Holdings, Inc. a direct wholly owned subsidiary of Senti Biosciences Holdings ("Senti Holdings"), entered into a securities purchase agreement (the "Securities Purchase Agreement") with CPIF II-7 Limited, an entity affiliated with Celadon Partners SPV 24 ("Celadon"). Pursuant to the Securities Purchase Agreement, the first tranche consists of $10.0 million in aggregate principal amount of Notes that are to be issued (the "Initial Notes"), subject to the satisfaction of certain specified closing conditions, which include, but are not limited to, that the Issuer shall have consummated its previously disclosed holding company reorganization (the "Holding Company Reorganization") pursuant to which the Issuer will merge with and into a subsidiary of Senti Holdings with the Issuer surviving as a wholly-owned, direct subsidiary of Senti Holdings. Pursuant to the Securities Purchase Agreement, the second tranche consists of up to $30.0 million in aggregate principal amount of Notes that are to be issued after the first tranche (the "Additional Notes" and, together with the Initial Notes, the "Notes"), subject to (1) Celadon's discretionary election and (2) the satisfaction of certain specified closing conditions, which include, but are not limited to, that the Issuer shall have executed, within thirty days of the closing of the Initial Notes, definitive documents for a transaction (the "CVR Transaction") pursuant to which, if consummated, an entity affiliated with Celadon would merge with and into Senti Holdings and Senti Holdings would issue a contingent value right to the Issuer's stockholders, which may pay out up to an aggregate of $60.0 million in cash subject to the achievement of certain regulatory and sales milestones with respect to the Issuer's product candidate, SENTI-202. The Notes are Senti Holdings' senior, secured indebtedness and are to be guaranteed by Senti Holdings' ultimate parent company pursuant to a guarantee. After issuance and the completion of the Holding Company Reorganization, a holder of the Notes (a "Holder") may convert its Note for shares of Senti Holdings common stock at an initial conversion price of $0.6261 per share, which is subject to customary adjustments upon the occurrence of events specified in the Notes. If Celadon (assuming it still holds Notes) and the holders of Notes representing at least a majority of the aggregate principal amount of the Notes then outstanding (the "Required Holders") deliver a notice to convert at least a majority of the aggregate principal amount of Issued Notes then outstanding or the Issuer consummates the CVR Transaction, then the Issuer shall have the right to convert the remaining outstanding Notes. After issuance, the Notes may also be exchanged for shares of Issuer common stock, prior to the completion of the Holding Company Reorganization or for shares of Senti Holdings common stock, after the completion of the Holding Company Reorganization, at an initial exchange price of $0.6261 per share, subject to customary adjustments upon the occurrence of events specified in the Notes. Such exchange would be subject to approval by the Issuer's shareholders. The transaction is subject to certain closing conditions and the Notes are subject to certain negative pledges and covenants, as set forth in the Securities Purchase Agreement and the Note. The foregoing descriptions of the Securities Purchase Agreement and the Note are qualified in their entirety by reference to each agreement, copies of which are filed as Exhibits F and G, respectively, and are incorporated by reference in this Item 3.
Item 4.	Purpose of Transaction
	The Issuer agreed to use substantially all of the net proceeds from the sale of the Notes for general corporate purposes and to advance CMC and clinical trials for their product candidate, SENTI-202. The Reporting Persons also intend to engage in preliminary discussions with the Issuer in connection with certain restructuring or merger and acquisition transactions involving the parties, and the terms and conditions thereof, certain of which may include, without limitation, changes to the Issuer's capital structure or any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D.
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 a 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 April 22, 2026, as disclosed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by the Issuer with the Securities and Exchange Commission on April 29, 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 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 Securities Purchase Agreement and the Note and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	F. Securities Purchase Agreement, dated April 27, 2026, by and among Senti Biosciences Holdings, Inc., Senti Holdings, Inc., Senti Biosciences, Inc. and the purchaser named therein (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on May 1, 2026 (File No. 001-40440)). https://www.sec.gov/Archives/edgar/data/1854270/000162828026029320/exhibit101-securitiespurch.htm G. Form of Senior Secured Convertible Note of Senti Holdings, Inc. (incorporated herein by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on May 1, 2026 (File No. 001-40440)). https://https://www.sec.gov/Archives/edgar/data/1854270/000162828026029320/exhibit102-formofnote.htm

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:	05/04/2026

Celadon Partners, LLC

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Manager
Date:	05/04/2026

CPIF II-7 Limited

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Authorized Signatory
Date:	05/04/2026