11/14/2025 | Press release | Distributed by Public on 11/14/2025 15:42
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Put Option (right to sell) | $8.10 | 11/06/2025 | A | 123,456(1)(2) | 11/06/2025 | 11/21/2025 | Common Stock | 123,456 | $ 0 | 123,456 | I | By Steele Creek Partners LLC(3) | |||
| Put Option (right to sell) | $8.10 | 11/13/2025 | X | 123,456(1)(2) | 11/06/2025 | 11/21/2025 | Common Stock | 123,456 | $ 0 | 0 | I | By Steele Creek Partners LLC(3) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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RUBENS BARRY R C/O ELAUWIT CONNECTION, INC. 1700 ALTA VISTA DRIVE, SUITE 130 COLUMBIA, SC 29223 |
X | X | Chief Executive Officer | |
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Steele Creek Partners LLC C/O BARRY RUBENS 1700 ALTA VISTA DRIVE, SUITE 130 COLUMBIA, SC 29223 |
X | |||
| /s/ Sean Arnette, Attorney-in-Fact for Barry R. Rubens | 11/14/2025 | |
| **Signature of Reporting Person | Date | |
| /s/ Sean Arnette, Attorney-in-Fact for Barry R. Rubens as Managing Member of Steele Creek Partners LLC | 11/14/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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) | Steele Creek Partners LLC and the issuer entered into a put-call agreement on August 20, 2024, as amended on August 11, 2025 (the "Agreement"), which was approved by the issuer's board of directors, whereby the issuer granted Steele Creek Partners LLC a put option to sell to the issuer up to $1,000,000 of the value of the issuer's common stock at a discount of 10% of the issuer's initial public offering ("IPO") issue price, as described further in the final prospectus used in the issuer's IPO which was filed with the Securities and Exchange Commission on November 4, 2025. The IPO closed on November 6, 2025, resulting in the acquisition of the put option for 123,456 shares. |
| (2) | (Continued from footnote 1) On November 13, 2025, Steele Creek Partners LLC exercised its put option and is reporting the subsequent disposition of 123,456 shares to the issuer in accordance with Rule 16b-3(e). Other than these shares which were disposed to the issuer by operation of law, the reporting persons' shares remain subject to their lock-up agreement with the underwriter of the IPO. |
| (3) | Mr. Rubens is the managing member of Steele Creek Partners LLC. |