Please wait





Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)




X0202 SCHEDULE 13D/A 0001829126-25-008156 0001990517 XXXXXXXX LIVE 5 Common Stock, $0.01 par value 05/17/2026 false 0001389545 66987P508 Stablecoin Development Corp 2000 POWELL STREET, SUITE 1150 EMERYVILLE CA 94608 R01 FUND LP 305-982-7994 1111 Lincoln Road, Suite 500 Miami Beach, FL 33139 0001990517 N R01 Fund LP a WC N DE 0.00 33429230.00 0.00 33429230.00 33429230.00 N 47.4 PN This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. N R01 Capital LLC a WC N DE 0.00 33429230.00 0.00 33429230.00 33429230.00 N 47.4 OO This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. N R01 Capital Manager LLC a WC N DE 0.00 33429230.00 0.00 33429230.00 33429230.00 N 47.4 OO This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. N Michael Kazley a WC N DE 0.00 33429230.00 4118828.00 33429230.00 37548058.00 N 50.3 IN This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares, representing 20% of the total number of shares issuable upon the exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP and other investors on January 16, 2026 (the "Pre-Funded Warrants"). The percentage calculation set forth above is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of 10,021,850 shares of Common Stock underlying pre-funded warrants issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by R01 Fund LP, R01 Capital LLC, R01 Capital Manager LLC and Kazley for purposes of Rule 13d-3 under the Exchange Act. Each of the foregoing parties disclaims beneficial ownership of such shares, except to the extent of its or his pecuniary interest therein. Common Stock, $0.01 par value Stablecoin Development Corp 2000 POWELL STREET, SUITE 1150 EMERYVILLE CA 94608 Explanatory Note: This Amendment No. 5 amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 15, 2025, as amended and supplemented by that certain Amendment No. 1 to Schedule 13D filed on October 25, 2025, as amended and supplemented by that certain Amendment No. 2 to Schedule 13D filed on January 20, 2026, as amended and supplemented by that certain Amendment No. 3 to Schedule 13D filed on April 2, 2026, and as amended and supplemented by that certain Amendment No. 4 to Schedule 13D filed on April 30, 2026 (as amended, the "Statement") by R01 Fund LP ("R01") with respect to the Common Stock of Stablecoin Development Corporation (the "Company"). This Amendment No. 5 is being filed to update the beneficial ownership of the Reporting Persons to reflect the vesting of pre-funded warrants to purchase 10,735,994 shares of Common Stock, representing 20% of the total number of shares of Common Stock issuable upon exercise of the pre-funded warrants issued by the Issuer to R01 Fund LP on January 16, 2026 (the "Pre-Funded Warrants"). Unless otherwise defined herein, capitalized terms used in this Amendment No. 5 shall have the meanings ascribed to them in the Statement. Unless amended or otherwise stated below, the information for R01 in the Statement remains unchanged. R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC beneficially own an aggregate of 33,429,230.00 shares of Common Stock (the "R01 Shares"). The R01 Shares represent approximately 47.4% of the outstanding shares of Common Stock. This percentage calculation is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of pre-funded warrants to purchase 10,021,850 shares of Common Stock issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act. Michael Kazley beneficially owns an aggregate of 37,548,058.00 shares of Common Stock (the "Kazley Shares", and together with the R01 Shares, the "Subject Shares"). The Kazley Shares represent approximately 50.3% of the outstanding shares of Common Stock. This percentage calculation is based on 27,115,646 shares of Common Stock outstanding as of May 17, 2026 and also contemplates the vesting of pre-funded warrants to purchase 10,021,850 shares of Common Stock issued by the Issuer to Framework Ventures IV L.P., Framework Ventures Management LLC, Framework Ventures IV GP LLC, Vance Spencer and Michael Ernest Anderson, each of which or whom may also be deemed to beneficially own the shares held by the Reporting Persons for the purposes of Rule 13d-3 under the Exchange Act. 1. Sole power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 shares of Common Stock Michael Kazley: 0 shares of Common Stock 2. Shared power to vote or direct vote: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares of Common Stock Michael Kazley: 33,429,230.00 shares of Common Stock 3. Sole power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 0 shares of Common Stock Michael Kazley: 4,118,828 shares of Common Stock 4. Shared power to dispose or direct the disposition: R01 Fund LP, R01 Capital LLC and R01 Capital Manager LLC: 33,429,230.00 shares of Common Stock Michael Kazley: 33,429,230.00 shares of Common Stock Except as described in this Schedule 13D, none of the Reporting Persons have effected any transaction in the shares of Common Stock during the past 60 days. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Subject Shares. Not applicable. R01 Fund LP /s/ Michael Kazley Michael Kazley / Principal 05/19/2026 R01 Capital LLC /s/ Michael Kazley Michael Kazley / Managing Member 05/19/2026 R01 Capital Manager LLC /s/ Michael Kazley Michael Kazley / Managing Member 05/19/2026 Michael Kazley /s/ Michael Kazley Michael Kazley 05/19/2026