[SCHEDULE 13D/A] Senti Biosciences, Inc. SEC Filing

Rhea-AI Filing Summary

Celadon Partners disclosed a 45.0% beneficial ownership stake in Senti Biosciences, Inc. (SNTI), reporting ownership of 13,404,441 shares, which includes 3,627,441 shares issuable upon exercise of warrants subject to a 45% ownership cap. The percentage is calculated using 26,160,206 shares outstanding as of July 31, 2025. The filing (Amendment No. 2 to Schedule 13D) states Celadon intends to continue preliminary discussions with Senti about a potential financing and may seek changes to capital structure and Board composition, including potential additional Board representation. Celadon also reserves the right to buy or sell securities or pursue hedging or other actions as circumstances evolve.

Positive

• Material stake disclosed: Celadon reports a sizeable 45.0% beneficial ownership in Senti, which can enable meaningful engagement.
• Open to financing discussions: Celadon is pursuing preliminary talks about a potential financing, which could provide capital options for Senti.

Negative

• Potential for governance disruption: Celadon may seek changes to Board composition, which could lead to contested governance actions.
• Possible capital structure changes and dilution: Discussions may include changes to Senti's capital structure, which could dilute existing shareholders.
• Market activity risk: Celadon reserves the right to buy, sell, short or hedge, which could increase share-price volatility.

Insights

Financial Analyst

TL;DR: A 45% stake gives Celadon material influence and the ability to push financing or governance changes that could reshape Senti's capital structure.

Celadon's position—13.4 million shares representing 45% including warrant exercise—constitutes a blocking/minority-controlling stake under many governance rules and creates leverage in negotiations. The filing explicitly contemplates a potential financing and changes to Board composition; those actions could materially affect equity value and dilution depending on transaction terms. The disclosure that Celadon may buy, sell, or hedge positions signals active portfolio management and potential short-term trading activity around corporate actions.

Corporate Governance Expert

TL;DR: Celadon signals intent to engage on governance and Board representation, a materially impactful posture for Senti's corporate decision-making.

By stating it may seek additional Board representation and review strategic alternatives, Celadon has formally put the company on notice of potential governance initiatives. The explicit inclusion of Board composition and capital structure among possible topics is a standard takeover/activist playbook element; it raises the prospect of negotiated settlements, contested director elections, or agreed governance changes. The 45% beneficial ownership cap and warrant mechanics are central to how much control Celadon can legally exercise.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

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)

08/29/2025

(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 13,404,441.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,404,441.00

11

Aggregate amount beneficially owned by each reporting person

13,404,441.00

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 3,627,441 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 13,404,441.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,404,441.00

11

Aggregate amount beneficially owned by each reporting person

13,404,441.00

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 3,627,441 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. 2 ("Amendment No. 2") to the Schedule 13D filed with the Securities and Exchange Commission on March 13, 2025 (as amended, the "Schedule 13D"). This Amendment No. 2 supplements Item 4 and amends and restates Item 5(a) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 2 have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	The Reporting Persons intend to continue to engage in preliminary discussions with the Issuer regarding a potential financing transaction involving the parties and the terms and conditions thereof, certain of which may include, without limitation, changes to the Issuer's capital structure and composition of its board of directors (the "Board") such as those that involve the Reporting Persons obtaining additional representation on the Board or any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. From time to time, the Reporting Persons may also engage in discussions with members of the Issuer's management and Board, other current and prospective holders of the Issuers' debt and equity securities, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, equity and debt financing sources and other third parties regarding a variety of matters relating to the Issuer, which (in addition to the matters discussed above) may include, among other things, the Issuer's business, management, capital structure and capitalization, capital allocation, corporate governance, ownership structure, Board composition and potential strategic alternatives and direction, including business combinations, a sale of the Issuer as a whole or in parts or acquisitions or investments by the Issuer, and operations, and may take other steps seeking to bring about changes to increase shareholder value as well as pursue other plans or proposals that relate to or could result in any of the matters set forth in clauses (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons intend to review its investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the outcome of any discussions and negotiations referenced above, the Issuer's financial position and investment strategy, results and strategic direction, actions taken by the Issuer's management and board of directors, price levels of the Issuer's securities, other investment opportunities available to the Reporting Persons, conditions in the securities market, and general economic and industry conditions, the Reporting Persons intend to consider, explore, and develop plans and may in the future take such additional actions with respect to its investment in the Issuer as they deem appropriate, including, without limitation, purchasing additional securities of the Issuer, selling some or all of its securities of the Issuer, engaging in short selling of or any hedging or similar transaction with respect to the securities of the Issuer, or take any other actions with respect to its investment in the Issuer permitted by law, including any or all of the actions set forth in paragraphs (a)-(j) of Item 4 of Schedule 13D. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
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 26,160,206 shares of Common Stock outstanding as of July 31, 2025, as disclosed in the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025, filed by the Issuer with the Securities and Exchange Commission on August 7, 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.

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:	09/02/2025

Celadon Partners, LLC

Signature:	/s/ John Cullinane
Name/Title:	John Cullinane, Manager
Date:	09/02/2025

FAQ

How many SNTI shares does Celadon Partners report owning?

Celadon reports beneficial ownership of 13,404,441 shares of Senti Biosciences common stock.

What percentage of Senti Biosciences does Celadon own according to the filing?

The filing states Celadon beneficially owns 45.0% of Senti's outstanding common stock (post-warrant exercise subject to cap).

Does the reported stake include warrants or other convertible securities?

Yes. The total includes 3,627,441 shares issuable upon exercise of warrants, subject to the 45% beneficial ownership limitation cap.

What actions does Celadon say it may pursue with respect to Senti (SNTI)?

Celadon may engage in financing discussions, seek Board representation or capital-structure changes, and may buy, sell, short or hedge SNTI securities.

What share count did they use to calculate the percentage ownership?

The percentage is based on 26,160,206 shares outstanding as of July 31, 2025, per Senti's quarterly report.