Celadon Partners SPV 24, Celadon Partners, LLC and CPIF II-7 Limited are reported as beneficial owners of 25,748,890.00 Senti shares, equal to 54.6%, under an activist position. A related entity has committed $2,500,000 to newly issued shares, with proceeds intended to support Senti’s Business after the Merger.

Key Highlights

  • A Celadon-affiliated investor committed $2,500,000 for newly issued Senti common stock at Nasdaq’s Minimum Price.
  • The 54.6% ownership calculation uses a projected 47,116,644 shares outstanding.
  • The Equity commitment requires Senti to retain at least $600,000 in cash or cash equivalents after closing.

Celadon’s Majority Position

The position is classified as activist under Schedule 13D. Celadon Partners SPV 24, Celadon Partners, LLC and CPIF II-7 Limited are each reported with the same beneficial ownership position. The percentage is based on 47,116,644 shares that would be issued and outstanding under the stated assumptions. That total consists of 31,144,754 shares of common stock issued and outstanding as of July 31, 2026, plus 15,971,890 shares linked to the immediate exchange of the Initial Notes. The exchange assumption depends on the Initial Notes being issued, the required stockholder approval being obtained and the exchange occurring under the Securities Purchase Agreement. The reported percentage therefore reflects the ownership calculation under those conditions.

$2.5M Equity Commitment

The investor committed to purchase, or arrange for an affiliate to purchase, newly issued common stock for an aggregate purchase price of $2,500,000 ($2.5 million). The number of shares will be determined by dividing the $2,500,000 commitment by that per-share price and rounding down to the nearest whole share. Substantially all proceeds from the share sale are intended to support Senti (NASDAQ: SNTI)’s business after the Merger.

Closing Conditions Remain

The investor’s obligation is subject to the substantially contemporaneous completion of the Closing. Senti is required to give the investor a reasonable opportunity to review and comment on that plan and consider those comments in good faith before submission. Other conditions require Senti to take commercially reasonable steps to maintain its Nasdaq Capital Market listing through and after the Closing. A registration rights agreement must also be executed at or before the Closing, providing customary Demand and piggyback registration rights for the shares purchased under the commitment.