07/30/2026 | Press release | Distributed by Public on 07/30/2026 15:04
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FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | |||
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1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security |
5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C-1 Preferred Stock | (1) | (1) | Common Stock(1) | 1,001,651 | (1) | I | See footnotes(2)(3) |
| Series C-2 Preferred Stock | (1) | (1) | Common Stock(1) | 534,214 | (1) | I | See footnotes(2)(3) |
| Series C-3 Preferred Stock | (1) | (1) | Common Stock(1) | 4,006,611 | (1) | I | See footnotes(2)(3) |
| Convertible Promissory Note | (4) | (5) | Common Stock(6) | (4) | (4) | I | See footnotes(2)(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Alpha Wave Ventures GP, Ltd 667 MADISON AVE. 19TH FLOOR NEW YORK, NY 10065 |
X | |||
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Alpha Wave Global, LP 667 MADISON AVENUE 19TH FLOOR NEW YORK, NY 10065 |
X | |||
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Lunate Holding RSC Ltd UNIT 1, FLOOR 12, AL MARYAH TOWER ABU DHABI GLOBAL MARKET SQUARE AL MARYAH ISLAND, ABU DHABI 00000 |
X | |||
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Chimera Investment LLC RG PROCUREMENT RESTRICTED LIMITED BUILDING, EAST 0.48, AL MUNTAZAH ABU DHABI ISLAND 00000 |
X | |||
| Alpha Wave Global, LP, /s/ Richard Gerson, Chairman and CIO | 07/30/2026 | |
| **Signature of Reporting Person | Date | |
| Alpha Wave Ventures GP, Ltd, By: /s/ Richard Gerson, Director | 07/30/2026 | |
| **Signature of Reporting Person | Date | |
| Lunate Holding RSC LTD, By: /s/ Syed Basar Shueb Syed Shueb, Director and Authorized Signatory | 07/30/2026 | |
| **Signature of Reporting Person | Date | |
| Chimera Investment LLC, By: /s/ Syed Basar Shueb Syed Shueb, Director and Authorized Signatory | 07/30/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Each of the Series C-1 Preferred Stock, Series C-2 Preferred Stock and Series C-3 Preferred Stock is convertible into 0.741 shares of the Issuer's Class A common stock (after giving effect to the one-for-1.349 reverse split with respect to the Class A common stock) at any time at the option of the holder, and will automatically convert immediately prior to the closing of the Issuer's initial public offering (the "IPO") into the number of shares shown in Column 3 without payment of additional consideration, which shares will then be reclassified into shares of Common Stock pursuant to the Reclassification (each as defined below). The convertible Preferred Stock has no expiration date. |
| (2) | Securities held by Alpha Wave Ventures II, LP ("Alpha Wave Ventures"). Alpha Wave Ventures GP, Ltd ("Alpha Wave Ventures GP") is the general partner of Alpha Wave Ventures. Alpha Wave Ventures GP is a joint venture between Alpha Wave Global, LP ("Alpha Wave") and Lunate Holding RSC LTD ("Lunate"). Lunate is majority-owned by Chimera Investment LLC ("Chimera," together with Alpha Wave Ventures GP, Alpha Wave and Lunate, the "Reporting Persons"). Richard Gerson is the Chairman and Chief Investment Officer of Alpha Wave. Chimera is controlled by its board of directors. The managing partners of Lunate Capital Limited, a wholly-owned investment manager subsidiary of Lunate, manage the investment activities of Lunate. |
| (3) | For purposes of Section 16 of the Securities Exchange Act of 1934, each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any, and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of such securities for purposes of Section 16 or any other purpose. |
| (4) | Alpha Wave Ventures holds a Convertible Promissory Note in the aggregate principal amount of $20,000,000 (the "Note"), or $21,838,904 including accrued and unpaid interest thereon. The Note was originally issued on September 17, 2025 and includes a conversion feature providing for automatic conversion upon the closing of the IPO. As a result of the IPO pricing on July 30, 2026, the conversion price will equal 90% of the IPO offering price, contingent upon the closing of the IPO. |
| (5) | The Note matures on September 17, 2027, but will convert automatically upon the closing of the IPO prior to the maturity date. |
| (6) | Following the conversion of all outstanding shares of the Issuer's Preferred Stock, Class B common stock and Class C common stock into shares of Class A common stock and the reclassification of each share of Class A common stock into one share of common stock ("Common Stock") in an exempt transaction pursuant to Rule 16b-7 (the "Reclassification"), in each case immediately prior to the closing of the IPO, the principal amount of the Note (together with accrued interest thereon) will convert upon the closing of the IPO into shares of Common Stock at a conversion price equal to 90% of the IPO price per share. |