01/21/2026 | Press release | Distributed by Public on 01/21/2026 10:40
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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 O Preferred Stock, par value $0.001 per share | (4) | (5) | Class A Common Stock | (4) | (4) | I | See footnotes(2)(3) |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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WestCap Management, LLC 590 PACIFIC AVENUE SAN FRANCISCO, CA 94133 |
X | |||
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Tosi Laurence A 590 PACIFIC AVE. SAN FRANCISCO, CA 94133 |
X | |||
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WestCap Stub Holdco 2024, LLC 590 PACIFIC AVENUE SAN FRANCISCO, CA 94133 |
See Remarks | |||
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WestCap StubHub Opportunity Fund Preferred, LLC 590 PACIFIC AVE SAN FRANCISCO, CA 94133 |
See Remarks | |||
| WestCap Management, LLC, By: Laurence A. Tosi, its Managing Member /s/ Laurence A. Tosi | 01/21/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Laurence A. Tosi, Laurence A. Tosi | 01/21/2026 | |
| **Signature of Reporting Person | Date | |
| WestCap Stub Holdco 2024, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member, /s/ Laurence A. Tosi | 01/21/2026 | |
| **Signature of Reporting Person | Date | |
| WestCap StubHub Opportunity Fund Preferred, LLC, By: WestCap Management, LLC, its Manager, By: Laurence A. Tosi, its Managing Member, /s/ Laurence A. Tosi | 01/21/2026 | |
| **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) | The securities reported on this line are held directly by WestCap Stub Holdco 2024, LLC ("WestCap Stub"). |
| (2) | The securities reported on this line are held directly by WestCap StubHub Opportunity Fund Preferred, LLC ("WestCap StubHub"). |
| (3) | WestCap Management, LLC ("WestCap") is the managing member of WestCap Stub and WestCap StubHub. Laurence A. Tosi may be deemed to hold voting and investment control over the shares held by WestCap Stub and WestCap StubHub. Each Reporting Person expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein, if any. |
| (4) | WestCap StubHub holds 133,670 shares of Series O Preferred Stock. The Series O Preferred Stock shall automatically convert into 6,256,893 shares of Class A Common Stock on March 17, 2026, the date that is 180 days after the closing on September 18, 2025 of the issuer's initial public offering, at a price equal to $23.50, the initial public offering price. |
| (5) | The Series O Preferred Stock has no stated maturity. |
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Remarks: WestCap Stub holds the shares of Class A Common Stock reported herein. WestCap StubHub holds the shares of Series O Preferred Stock reported herein. |
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