10/14/2026 | Press release | Distributed by Public on 10/14/2026 18:41
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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 A Convertible Preferred Stock | (1) | (1) | Common Stock | 1,141,878 | (1) | I | See Footnote(2) |
| Series B Convertible Preferred Stock | (3) | (3) | Common Stock | 731,187 | (3) | I | See footnote(2) |
| Series B-3 Convertible Preferred Stock | (4) | (4) | Common Stock | 122,684 | (4) | I | See footnote(2) |
| Series B-4 Convertible Preferred Stock | (5) | (5) | Common Stock | 1,458,290 | (5) | I | See footnote(6) |
| Convertible Promissory Notes | 10/16/2026 | 08/14/2026 | Common Stock | 742,546(7) | (8) | I | See footnote(9) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Catalio Capital Management, LP 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
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Catalio Nexus Fund III, LP 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
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Catalio Access Fund VIII, LLC 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
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Catalio BH SPV, LLC 512 W. 22ND STREET, 5TH FLOOR NEW YORK, NY 10011 |
X | |||
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Petrocheilos George C 512 W. 22ND STREET 5TH FLOOR NEW YORK, NY 10011 |
X | |||
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP | 10/14/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Nexus Fund III, LP | 10/14/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio Access Fund VIII, LLC | 10/14/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Olga Maltseva, Chief Compliance Officer of Catalio Capital Management, LP, Manager of Catalio BH SPV, LLC | 10/14/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ George C. Petrocheilos, individually | 10/14/2026 | |
| **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 share of Series A Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (2) | The shares are held of record by Catalio Nexus Fund III, LP, or Catalio Nexus. Catalio Capital Management, LP, or Catalio Capital Mgmt, a registered investment adviser, is the investment manager for Catalio Nexus. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Nexus. Catalio Capital Mgmt, Mr. Voglestein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| (3) | Each share of Series B Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (4) | Each share of Series B-3 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (5) | Each share of Series B-4 Convertible Preferred Stock shall automatically convert into Common Stock on a one-to-one basis immediately prior to the completion of the Issuer's initial public offering of Common Stock and has no expiration date. |
| (6) | The shares are held of record by Catalio Access Fund VIII, LLC, or Catalio Access. Catalio Capital Mgmt provides investment management services for Catalio Access. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio Access. Catalio Capital Mgmt, Mr. Voglestein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |
| (7) | The amount of shares reported assumes the Issuer's initial public offering price per share (the "IPO Price") to be $16.00 per share. |
| (8) | The conversion price is equal to the lower of (i) 85% of the IPO Price (reflecting a 15% discount) and (ii) the price per share implied by a $900.0 million valuation cap. |
| (9) | The shares are held of record by Catalio BH SPV, LLC, or Catalio SPV. Catalio Capital Mgmt is the investment manager for Catalio SPV. R. Jacob Vogelstein and George C. Petrocheilos are managing partners of Catalio Capital Mgmt. Messrs. Vogelstein and Petrocheilos share voting and dispositive power with respect to the shares held by Catalio SPV. Catalio Capital Mgmt, Mr. Voglestein and Mr. Petrocheilos each disclaim beneficial ownership of any of the reported securities, except to the extent of their pecuniary interest therein. |