Major Senti Biosciences (NASDAQ: SNTI) holder explores $10M bond deal

Rhea-AI Filing Summary

Celadon Partners SPV 24 and Celadon Partners, LLC report a 45% beneficial stake in Senti Biosciences, Inc. common stock, including warrant shares subject to a 45% cap. They report beneficial ownership of 13,511,322 shares, which includes 3,734,322 shares issuable upon exercise of warrants, calculated against 26,290,838 shares outstanding as of October 31, 2025.

The investors state they are in preliminary discussions with Senti about a potential financing of at least $10.0 million through convertible bonds issued by a new Senti subsidiary. These bonds would be convertible into equity of the subsidiary or exchangeable for Senti common stock, with proceeds intended to advance CMC and clinical trials for v2.0 process development and GMP manufacturing. They are also exploring possible restructuring or merger and acquisition transactions with Senti that could involve changes to the company’s capital structure. The investors report no Senti stock transactions in the past 60 days.

Insights

Equity ownership and activism analyst

Large holder discloses 45% stake and explores $10M+ structured financing.

Celadon Partners SPV 24 and its manager, Celadon Partners, LLC, report beneficial ownership of 13,511,322 Senti Biosciences shares, or 45% of the common stock, including 3,734,322 shares issuable upon warrant exercise, all subject to a 45% beneficial ownership cap. This filing indicates a single investor group with substantial influence potential, though it does not itself change control.

The group is holding preliminary discussions with Senti on a financing of at least $10.0 million via convertible bonds issued by a new subsidiary, with proceeds earmarked to advance CMC work and clinical trials for v2.0 process development and GMP manufacturing. Because the bonds could convert into subsidiary equity or be exchangeable for Senti common stock, any eventual deal terms may affect capital structure, leverage, and future dilution.

The investors also mention possible restructuring or merger and acquisition transactions, which could involve capital structure changes and other corporate actions, but no specific structure or timing is defined here. Actual impact will depend on whether binding agreements are reached and on the final bond and transaction terms disclosed in future company communications.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Senti Biosciences, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

81726A209

(CUSIP Number)

Lin-Chun Huang
Celadon Partners SPV 24, PO Box 500, 71 Fort Street,
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)

01/19/2026

(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).

SCHEDULE 13D

CUSIP No. 81726A209

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 13,511,322.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,511,322.00

11

Aggregate amount beneficially owned by each reporting person

13,511,322.00

12

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

13

Percent of class represented by amount in Row (11)

45 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes 3,734,322 shares of Common Stock issuable upon exercise of the Warrants (as defined in Item 3 of the Schedule 13D) up to the 45% beneficial ownership limitation cap. The percentage set forth on row (13) and the number of shares of Common Stock set forth on rows (8), (10) and (11) give effect to such beneficial ownership limitation cap.

SCHEDULE 13D

CUSIP No. 81726A209

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 13,511,322.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,511,322.00

11

Aggregate amount beneficially owned by each reporting person

13,511,322.00

12

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

13

Percent of class represented by amount in Row (11)

45.0 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Includes 3,734,322 shares of Common Stock issuable upon exercise of the Warrants up to the 45% beneficial ownership limitation cap. The percentage set forth on row (13) and the number of shares of Common Stock set forth on rows (8), (10) and (11) give effect to such beneficial ownership limitation cap.

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. 3 ("Amendment No. 3") to the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2025 (as amended, the "Schedule 13D"). This Amendment No. 3 supplements Item 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. 3 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	The Reporting Persons intend to continue preliminary discussions with the Issuer regarding a potential financing transaction involving the issuance of convertible bonds (the "Bonds") by a newly formed subsidiary of the Issuer (the "Bond Issuer"). The proposed transaction contemplates a financing of at least $10.0 million from a consortium of investors led by the Reporting Persons. The proceeds of the financing are intended to be used to advance the Issuer's CMC and clinical trials for v2.0 process development and GMP manufacturing. The terms currently under discussion provide that the Bonds would be convertible into common equity of the Bond Issuer or exchangeable for Common Stock of the Issuer. The transaction is subject to certain closing conditions and the Bonds would be subject to certain negative pledges and covenants. 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 26,290,838 shares of Common Stock outstanding as of October 31, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, filed by the Issuer with the Securities and Exchange Commission on November 13, 2025, and assumes the exercise of the Warrants, subject to the 45% beneficial ownership limitation cap as described in Item 3 of the Schedule 13D. The percentage set forth on row (13) and the number of shares of Common Stock set forth on rows (8), (10) and (11) give effect to the 45% beneficial ownership limitation cap.
(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)	No transactions in the shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days.

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:	01/20/2026

Celadon Partners, LLC

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Manager
Date:	01/20/2026

FAQ

What ownership stake in Senti Biosciences (SNTI) does Celadon report in this amendment?

Celadon Partners SPV 24 and Celadon Partners, LLC report beneficial ownership of 13,511,322 shares of Senti Biosciences common stock, representing about 45% of the outstanding common stock.

How is Celadon’s 45% beneficial ownership in SNTI calculated?

The 45% figure is based on 26,290,838 Senti shares outstanding as of October 31, 2025 and includes 3,734,322 additional shares issuable upon warrant exercise, subject to a 45% beneficial ownership limitation.

What financing transaction is being discussed between Celadon and Senti Biosciences (SNTI)?

The parties are in preliminary discussions about a potential financing of at least $10.0 million through convertible bonds issued by a newly formed Senti subsidiary, with those bonds potentially convertible into subsidiary equity or exchangeable for Senti common stock.

How would the proposed $10 million bond financing be used by Senti Biosciences?

The filing states that proceeds from the proposed financing are intended to be used to advance Senti’s CMC and clinical trials for v2.0 process development and GMP manufacturing.

Is Celadon considering restructuring or M&A transactions with Senti Biosciences (SNTI)?

Yes. The reporting persons indicate they plan preliminary discussions with Senti about possible restructuring or merger and acquisition transactions, which could include changes to Senti’s capital structure and other corporate matters.

Has Celadon traded Senti Biosciences shares recently?

The investors state that no transactions in Senti common stock were effected by them during the past 60 days.