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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Senti Biosciences Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Lin-Chun Huang PO Box 500, Suite 210, 2nd Floor, Windward III Regatta Office Park Grand Cayman, E9, KY1-1106 806-807-8889 Eleazer Klein, Esq. McDermott Will & Schulte LLP, 919 Third Avenue New York, NY, 10022 212-756-2000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Celadon Partners SPV 24 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,748,890.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 15,971,890 shares of Common Stock assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, the requisite stockholder approval of the Issuer's stockholders is obtained, and immediate exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Celadon Partners, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,748,890.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 15,971,890 shares of Common Stock assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, the requisite stockholder approval of the Issuer's stockholders is obtained, and immediate exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CPIF II-7 Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,748,890.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
54.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Includes 15,971,890 shares of Common Stock assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, the requisite stockholder approval of the Issuer's stockholders is obtained, and immediate exchange of such Initial Notes for Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D).
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Senti Biosciences Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2 CORPORATE DRIVE, FIRST FLOOR, SOUTH SAN FRANCISCO,
CALIFORNIA
, 94080. | |
Item 1 Comment:
The following constitutes Amendment No. 6 ("Amendment No. 6") to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on March 13, 2025 (as amended, the "Schedule 13D"). This Amendment No. 6 supplements Items 3 and 4 and amends and restates Item 5(a)-(c) as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 6 have the meanings set forth in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
On September 3, 2026, the Issuer entered into an equity commitment letter (the "Equity Commitment Letter") with CPIF II-9 Limited (the "Investor"), an entity affiliated with Celadon Partners SPV 24.
Pursuant to the Equity Commitment Letter, the Investor commits to purchase, or to cause one or more of its affiliates to purchase, newly issued shares of Common Stock, for an aggregate purchase price equal to $2,500,000 (the "Commitment"; such amount, the "Commitment Amount"), at a per share price equal to the "Minimum Price" as defined in Nasdaq Listing Rule 5635(d) (the "Per Share Price"). The number of shares to be purchased shall equal the Commitment Amount divided by the Per Share Price (rounded down to the nearest whole share).
The Investor's obligation to satisfy the Commitment is subject to (a) the substantially contemporaneous consummation of the Closing (as defined in the Merger Agreement), (b) the Issuer having submitted to the Listing Qualifications Department of the Nasdaq Stock Market LLC ("Nasdaq") a letter and compliance plan demonstrating the Issuer's ability to satisfy the minimum stockholders' equity requirement for continued listing on the Nasdaq Capital Market following the consummation of the Closing and the other transactions contemplated by the Merger Agreement (the "Nasdaq Compliance Plan"), provided that the Issuer shall provide the Investor with a reasonable ability to review and comment on the Nasdaq Compliance Plan and shall consider any comments by the Investor in good faith prior to submission of the Nasdaq Compliance Plan, (c) the Issuer retaining at least $600,000 in existing cash or cash equivalents following completion of the Closing, (d) the Issuer having taken commercially reasonable steps to maintain the listing of the Common Stock on the Nasdaq Capital Market through and following the Closing, and (e) the execution and delivery, at or prior to the Closing, of a registration rights agreement providing the Investor (or its applicable affiliate) with customary demand and piggyback registration rights with respect to the Common Stock purchased pursuant to the Equity Commitment Letter. | ||
| Item 4. | Purpose of Transaction | |
The Issuer plans to use substantially all of the proceeds from the sale of shares of Common Stock pursuant to the Equity Commitment Letter to support its business following completion of the Merger. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Common Stock and percentage of shares of Common Stock beneficially owned by each Reporting Person. The aggregate percentage of shares of Common Stock reported beneficially owned by each Reporting Person is based upon 47,116,644 shares of Common Stock that would be issued and outstanding as determined by (i) 31,144,754 shares of Common Stock issued and outstanding as of July 31, 2026, as disclosed in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed by the Issuer with the SEC on August 14, 2026 and (ii) assuming the issuance of the Initial Notes (as defined in Item 3 of the Schedule 13D) takes place on the date hereof, the requisite stockholder approval of the Issuer's stockholders is obtained, and the immediate exchange of such Initial Notes for 15,971,890 shares of Common Stock pursuant to the Securities Purchase Agreement (as defined in Item 3 of the Schedule 13D). | |
| (b) | See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Common Stock as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition. | |
| (c) | See Items 3 and 4. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 3 summarizes the Equity Commitment Letter and the Note and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
I. Equity Commitment Letter, dated September 3, 2026, by and among Senti Biosciences Holdings, Inc. and the investor named therein (incorporated herein by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on September 4, 2026 (File No. 001-40440)). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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