09/30/2025 | Press release | Distributed by Public on 09/30/2025 18:01
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) |
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 | ||||||||
Series D Preferred Stock | (1) | 06/13/2025 | C(1) | 23,924,810 | (1) | (1) | Common Stock | 23,924,810 | $ 0 | 0 | I | By DST Global VI, L.P.(2)(9) | |||
Series D Preferred Stock | (1) | 06/13/2025 | C(1) | 12,291,630 | (1) | (1) | Common Stock | 12,291,630 | $ 0 | 0 | I | By DST Investments XXI, L.P.(3)(9) | |||
Series D Preferred Stock | (1) | 06/13/2025 | C(1) | 2,063,270 | (1) | (1) | Common Stock | 2,063,270 | $ 0 | 0 | I | By DSTG VI Investments, L.P.(7)(9) | |||
Series D Preferred Stock | (1) | 06/13/2025 | C(1) | 1,913,980 | (1) | (1) | Common Stock | 1,913,980 | $ 0 | 0 | I | By DSTG VI Investments-A, L.P.(6)(9) | |||
Series E Preferred Stock | (1) | 06/13/2025 | C(1) | 7,241,423 | (1) | (1) | Common Stock | 7,241,423 | $ 0 | 0 | I | By DST Global VII, L.P.(4)(10) | |||
Series E Preferred Stock | (1) | 06/13/2025 | C(1) | 579,313 | (1) | (1) | Common Stock | 579,313 | $ 0 | 0 | I | By DSTG VI Investments-A, L.P.(6)(9) | |||
Series E Preferred Stock | (1) | 06/13/2025 | C(1) | 3,765,541 | (1) | (1) | Common Stock | 3,765,541 | $ 0 | 0 | I | By DSTG VII Investments-1, L.P.(5)(10) | |||
Series F Preferred Stock | (1) | 06/13/2025 | C(1) | 488,748 | (1) | (1) | Common Stock | 488,748 | $ 0 | 0 | I | By DSTG VII Investments-4, L.P.(8)(10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
DST Global Advisors Ltd C/O TRIDENT TRUST COMPANY (B.V.I.) LTD, TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN TORTOLA, VI VG1110 |
X | |||
Cardew Services Ltd C/O TRIDENT TRUST COMPANY (B.V.I.) LTD, TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN TORTOLA, VI VG1110 |
X | |||
Galileo (PTC) Ltd C/O TRIDENT TRUST COMPANY (B.V.I.) LTD, TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN TORTOLA, VI VG1110 |
X | |||
Zinonos Despoina C/O TRIDENT TRUST COMPANY (B.V.I.) LTD, TRIDENT CHAMBERS, P.O. BOX 146 ROAD TOWN TORTOLA, VI VG1110 |
X |
DST Global Advisors Ltd By: /s/ Despoina Zinonos, President | 09/30/2025 | |
**Signature of Reporting Person | Date | |
Cardew Services Ltd By: /s/ Despoina Zinonos, President | 09/30/2025 | |
**Signature of Reporting Person | Date | |
Galileo (PTC) Ltd By: /s/ Despoina Zinonos, President | 09/30/2025 | |
**Signature of Reporting Person | Date | |
/s/ Despoina Zinonos | 09/30/2025 | |
**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) | Immediately prior to the closing of the Issuer's initial public offering, each share of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock (collectively, the "Preferred Stock") automatically converted into Common Stock on a one-for-one basis without payment of consideration. The Preferred Stock had no expiration date. Following conversion of the Preferred Stock into Common Stock and immediately prior to the closing of the Issuer's initial public offering, each share of Common Stock was reclassified into one share of Class A Common Stock in an exempt transaction pursuant to Rule 16b-7. |
(2) | Shares held directly by DST Global VI, L.P. |
(3) | Shares held directly by DST Investments XXI, L.P. |
(4) | Shares held directly by DST Global VII, L.P. |
(5) | Shares held directly by DSTG VII Investments-1, L.P. |
(6) | Shares held directly by DSTG VI Investments-A, L.P. |
(7) | Shares held directly by DSTG VI Investments, L.P. |
(8) | Shares held directly by DSTG VII Investments-4, L.P. |
(9) | DST Managers VI Limited ("DSTG Managers VI") is the general partner of each of DST Global VI, L.P., DST Investments XXI, L.P., DSTG VI Investments, L.P. and DSTG VI Investments-A, L.P. DSTG Managers VI is wholly-owned by DST Global Advisors Limited ("DST Global Advisors"). Cardew Services Limited ("Cardew Services") wholly owns DST Global Advisors. Galileo (PTC) Limited ("Galileo (PTC)") wholly owns Cardew Services. Despoina Zinonos is the sole equity owner of Galileo (PTC). Each of DST Managers VI, DST Global Advisors, Cardew Services, Galileo (PTC) and Ms. Zinonos disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or her pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
(10) | DST Managers VII Limited ("DSTG Managers VII") is the general partner of each of DST Global VII, L.P., DSTG VII Investments-1, L.P. and DSTG VII Investments-4, L.P. DSTG Managers VII is wholly-owned by DST Global Advisors. Cardew Services wholly owns DST Global Advisors. Galileo (PTC) wholly owns Cardew Services. Ms. Zinonos is the sole equity owner of Galileo (PTC). Each of DST Managers VII, DST Global Advisors, Cardew Services, Galileo (PTC) and Ms. Zinonos disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Exchange Act, except to the extent of its or her pecuniary interest therein, if any. This report shall not be deemed an admission that any of the Reporting Persons is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. |
Remarks: This Form 4/A amends the Form 4 filing dated June 13, 2025 solely to add Despoina Zinonos, Cardew Services Limited and Galileo (PTC) Limited as additional Reporting Persons. The original Form 4 disclosed the maximum 10 reporting persons and, accordingly, the original Form 4 is now form 1 of 2 and this amended form is form 2 of 2. DST Global Advisors Limited is the Designated Filer on both form 1 and form 2. |