10/19/2026 | Press release | Distributed by Public on 10/19/2026 19:35
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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 | ||||
| Class C Common Stock | (1)(2)(3)(4) | (1)(2)(3)(4) | Class A Common Stock | 29,033,708(1)(2)(3)(4) | (1)(2)(3)(4) | D | |
| Warrants | 10/09/2026 | 10/09/2031 | Class A Common Stock | 84,653(1)(5) | $11.5 | D | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Arrington XRP Capital Fund, LP C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI, FL 33179-3899 |
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Arrington Capital Management, LLC C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI, FL 33179-3899 |
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ARRINGTON JACK MICHAEL C/O ARRINGTON XRP CAPITAL FUND, LP 382 NE 191ST ST., SUITE 52895 MIAMI, FL 33179-3899 |
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| Arrington XRP Capital Fund, LP, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member, Arrington Capital Management, LLC, its general partner | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| Arrington Capital Management, LLC, By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington, Title: Managing Member | 10/19/2026 | |
| **Signature of Reporting Person | Date | |
| By: /s/ Jack Michael Arrington, Name: Jack Michael Arrington | 10/19/2026 | |
| **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) | This Form 3 is being filed by Arrington XRP Capital Fund, LP (the "Fund"). The Fund is controlled by Arrington Capital Management, LLC ("Arrington GP"). Accordingly, all of the securities held by the Fund may be deemed to be beneficially held by Arrington GP. The Fund and Arrington GP under this Form 3 each disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein and the filing of this Form 3 shall not be construed as an admission that any such reporting person is the beneficial owner of any such securities. |
| (2) | Each share of Class C Common Stock is convertible into one share of Class A Common Stock at the holder's election, subject to the issuer's Amended and Restated Articles of Incorporation, which provide that no such conversion shall be given effect to the extent it would cause the RippleWorks Attributed Ownership Percentage (as defined therein) to exceed 19.9%. The Class C Common Stock is non-voting and has no expiration date. |
| (3) | Pursuant to a letter agreement, dated October 17, 2025, between the Fund and RippleWorks Inc. ("RippleWorks"), the Fund and RippleWorks have agreed to certain arrangements with respect to 1,199,503 shares of Class A Common Stock and 29,033,708 shares of Class C Common Stock held by the Fund (collectively, the "DAT Side Pocket Shares") as of the date of this Form 3. Under the letter agreement: (i) RippleWorks has the right to direct the voting of the DAT Side Pocket Shares that are entitled to vote, and the Fund votes such shares in accordance with RippleWorks' instructions; if RippleWorks does not timely provide voting instructions, the Fund votes such shares in accordance with the Issuer's board of directors' recommendation, or, if the board has made no recommendation, in the Fund's sole discretion; and (ii) the Fund is required to consult with RippleWorks regarding the disposition of the DAT Side Pocket Shares. |
| (4) | (Continued from footnote 3) RippleWorks may therefore be deemed to share voting and dispositive power over the DAT Side Pocket Shares. |
| (5) | Each warrant is exercisable for one share of Class A Common Stock. The warrants are non-redeemable private placement warrants held by the Fund and have no voting rights. |