05/28/2026 | Press release | Distributed by Public on 05/28/2026 16:50
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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 B Ordinary Shares(1) | (1) | (1) | Class A Ordinary Shares | 4,586,667(1)(2) | (1)(2) | D(2)(3) | |
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Tribeca Strategic Partners Holdco LLC 1301 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK, NY 10019 |
X | |||
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Tribeca Strategic Partners LLC 1301 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK, NY 10019 |
X | |||
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Ramdeen Timothy R. 1301 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK, NY 10019 |
X | X | Chief Executive Officer | |
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Gill Sukhvinder 1301 AVENUE OF THE AMERICAS 6TH FLOOR NEW YORK, NY 10019 |
X | X | COO and CFO | |
| /s/ Timothy R. Ramdeen, Managing Member of Tribeca Strategic Partners LLC, Managing Member of Tribeca Strategic Partners Holdco LLC | 05/28/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Timothy R. Ramdeen, Managing Member of Tribeca Strategic Partners LLC | 05/28/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Timothy R. Ramdeen | 05/28/2026 | |
| **Signature of Reporting Person | Date | |
| /s/ Sukhvinder Gill | 05/28/2026 | |
| **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) | As described in the registration statement on Form S-1, as amended (File No. 333-291431) of the Issuer under the heading "Description of Securities--Founder Shares," the Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments described therein. |
| (2) | These shares represent the Class B ordinary shares held by Tribeca Strategic Partners Holdco LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 700,000 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement. |
| (3) | The managing member of the Sponsor is Tribeca Strategic Partners LLC. Timothy R. Ramdeen, who is the Chairman and Chief Executive Officer of the Issuer, and Sukhvinder Gill, who is the Chief Operating Officer, Chief Financial Officer, and Director of the Issuer, are the managing members of Tribeca Strategic Partners, LLC and hold voting and investment discretion with respect to the Class B ordinary shares held of record by the Sponsor. As such, Messrs. Ramdeen and Gill may be deemed to have beneficial ownership of the securities held of record by the Sponsor. Messrs. Ramdeen and Gill disclaim any beneficial ownership except to the extent of their pecuniary interest therein. |