Senti Biosciences is reported to have a 54.6% activist stake held through 25,748,890 common shares by Celadon Partners entities. A related investor also committed $2,500,000 for newly issued stock at Nasdaq’s Minimum Price, subject to closing, listing, cash and registration conditions, with proceeds intended to support the Business after the merger.

Key Highlights

  • A related Celadon investor committed $2,500,000 for newly issued Senti Biosciences common stock.
  • Beneficial ownership percentages are based on 47,116,644 shares expected to be outstanding under stated assumptions.
  • The Equity commitment requires Senti Biosciences to retain at least $600,000 in cash or cash equivalents after closing.

Senti Biosciences Holdings, Inc. (NASDAQ: SNTI) is reported as beneficially owned at 54.6% by Celadon Partners SPV 24, Celadon Partners, LLC and CPIF II-7 Limited. The reported position covers 25,748,890 shares of common stock and is identified as activist under Schedule 13D. The position relates to an equity commitment entered into on September 3, 2026, for the purchase of newly issued common stock.

Celadon’s 54.6% Position

Celadon Partners SPV 24, Celadon Partners, LLC and CPIF II-7 Limited are each listed with the same 25,748,890-share beneficial ownership position in Senti Biosciences. Each corresponding percentage is 54.6% of the common stock. The ownership calculation uses 47,116,644 shares that would be issued and outstanding under the stated assumptions.

$2.5M Equity Commitment

The per-share price will equal the Minimum Price under Nasdaq Listing Rule 5635(d), with the number of shares calculated by dividing the commitment amount by that price and rounding down to the nearest whole share.

Conditions Before Share Purchase

The equity commitment depends on the substantially contemporaneous completion of the Merger closing. The arrangement also requires a registration rights agreement granting customary Demand and piggyback rights for the purchased common stock. FAQ: <EXACTLY 3 Q&A pairs minimum, NEVER fewer than 3>.