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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
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SOLV Energy, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
06/30/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
| Rule 13d-1(c)
|
 Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ASP Endeavor Investco LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
13,594,499.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8 and 9 above, amounts consist of 47,165 shares of Class A common stock, par value $0.0001 per share ("Class A common stock), of SOLV Energy, Inc. (the "Issuer") and 13,547,334 common units ("LLC Interests") of SOLV Energy Holdings LLC ("Opco"), as disclosed in the prospectus of the Issuer, dated February 10, 2026 (the "IPO Prospectus"), directly held by the Reporting Person. See Item 2 for more information. Pursuant to the limited liability company agreement ("LLCA") of Opco, the Reporting Person is entitled to redeem LLC Interests for, at the Issuer's election, shares of Class A common stock on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on or secondary offering, a cash payment equal to the price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering, in each case in accordance with the terms of the LLCA. Upon a redemption of LLC Interests, an equal number of shares of Class B common stock of the Issuer also held by the Reporting Person will be surrendered to and cancelled by the Issuer for no additional consideration. Each share of Class B common stock entitles the holder thereof to one vote per share but carries no economic rights.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Issuer's Prospectus dated May 28, 2026 (the "Secondary Prospectus") and (b) assumes that all 13,547,334 LLC Interests directly held by the Reporting Person are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ASP SOLV Aggregator LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
38,845,106.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
23.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amount consists of 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by the Reporting Person. See Item 2 for more information. Pursuant to the LLCA of Opco, as disclosed in the IPO Prospectus, the Reporting Person is entitled to redeem LLC Interests for, at the Issuer's election, shares of Class A common stock on a one-for-one basis or, using proceeds from a substantially contemporaneous follow-on or secondary offering, a cash payment equal to the price per share of the Class A common stock net of any underwriting discounts or commissions paid in such offering, in each case in accordance with the terms of the LLCA. Upon a redemption of LLC Interests, an equal number of shares of Class B common stock of the Issuer also held by the Reporting Person will be surrendered to and cancelled by the Issuer for no additional consideration. Each share of Class B common stock entitles the holder thereof to one vote per share but carries no economic rights.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 38,711,565 LLC Interests directly held by the Reporting Person are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ASP VIII Alternative Investments Solstice, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,739,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
66.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amount consists of Class A common stock directly held by the Reporting Person. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
American Securities Partners VIII(B), L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,439,605.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amount consists of (i) 47,165 shares of Class A common stock and 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and (ii) 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and all 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ASP VIII Alternative Investments L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,439,605.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amount consists of (i) 47,165 shares of Class A common stock and 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and (ii) 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and all 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
AS/ASP VIII Co-Investor LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,439,605.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amount consists of (i) 47,165 shares of Class A common stock and 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and (ii) 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and all 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
American Securities Associates VIII, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
52,439,605.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amount consists of (i) 47,165 shares of Class A common stock and 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and (ii) 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP and all 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ASP VIII SOLV Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,739,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
66.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amounts consist of 82,739,695 shares of Class A common stock directly held by ASP VIII Alternative Investments Solstice, L.P. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
ASP VIII CSE Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
82,739,695.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
66.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8, and 9 above, amounts consist of 82,739,695 shares of Class A common stock directly held by ASP VIII Alternative Investments Solstice, L.P. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SOLV Energy Management Holdings LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
22,642,441.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
15.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
In reference to Rows 6, 8 and 9 above, amounts consist of 22,642,441 LLC Interests directly held by the Reporting Person. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 22,642,441 LLC Interests directly held by the Reporting Person are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
ASP Manager Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
157,821,741.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
79.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
In reference to Rows 6, 8 and 9 above, amount consists of (i) 47,165 shares of Class A common stock and 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP, (ii) 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP, (iii) 82,739,695 shares of Class A common stock directly held by ASP VIII Alternative Investments Solstice, L.P. and (iv) 22,642,441 LLC Interests directly held by SOLV Energy Management Holdings LP. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported in the Secondary Prospectus and (b) assumes that all 13,547,334 LLC interests directly held by ASP Endeavor Investco LP, all 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP and all 22,642,441 LLC Interests directly held by SOLV Energy Management Holdings LP are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
American Securities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
157,821,741.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
79.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
In reference to Rows 6, 8 and 9 above, amount consists of (i) 47,165 shares of Class A common stock and 13,547,334 LLC Interests directly held by ASP Endeavor Investco LP, (ii) 133,541 shares of Class A common stock and 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP, (iii) 82,739,695 shares of Class A common stock directly held by ASP VIII Alternative Investments Solstice, L.P. and (iv) 22,642,441 LLC Interests directly held by SOLV Energy Management Holdings LP. See Item 2 for more information.
In reference to Row 11 above, the percentage of ownership is based on (a) 123,745,401 shares of Class A common stock outstanding as reported on the Secondary Prospectus and (b) assumes that all 13,547,334 LLC interests directly held by ASP Endeavor Investco LP, all 38,711,565 LLC Interests directly held by ASP SOLV Aggregator LP and all 22,642,441 LLC Interests directly held by SOLV Energy Management Holdings LP are exchanged for newly issued shares of Class A common stock on a one-for-one basis.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
SOLV Energy, Inc. | |
| (b) | Address of issuer's principal executive offices:
16680 West Bernardo Drive, San Diego, CA 92127 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No.1 amends the statement on Schedule 13G (as amended from time to time, the "Schedule 13G") originally jointly filed on May 7, 2026 by ASP Endeavor Investco LP ("ASP Investco"), ASP SOLV Aggregator LP ("ASP SOLV Aggregator"), ASP VIII Alternative Investments Solstice, L.P. ("New ASP"), American Securities Partners VIII(B), L.P. ("Sponsor 1"), ASP VIII Alternative Investments L.P ("Sponsor 2"), AS/ASP VIII Co-Investor LLC ("Sponsor 3"), American Securities Associates VIII, LLC ("AS Associates VIII"), ASP VIII SOLV Holdings LP ("AS Aggregator 1"), ASP VIII CSE Holdings LP ("AS Aggregator 2"), SOLV Energy Management Holdings LP ("Management Holdings"), ASP Manager Corp. ("ASP Manager") and American Securities LLC ("AS LLC"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Sponsor 1, Sponsor 2 and Sponsor 3 are the owners of the partnership interests in ASP Investco and ASP SOLV Aggregator. AS Associates VIII is the general partner of Sponsor 1 and Sponsor 2. AS LLC provides investment advisory services to Sponsor 1 and Sponsor 2. AS Aggregator 1 and AS Aggregator 2 are the owners of the partnership interests in New ASP. AS LLC is also the sole stockholder of ASP Manager, which is the general partner of ASP Investco, ASP SOLV Aggregator, AS Aggregator 1, AS Aggregator 2 and Management Holdings and the manager of Sponsor 3.
All LLC Interests and shares of Class B common stock of the Issuer held directly by Management Holdings are attributable on a one-for-one basis with the interests of the limited partners of Management Holdings, who are executive officers of the Issuer and other employees, former employees and other service providers of the Issuer and its direct and indirect subsidiaries. Such individuals are each entitled to vote such shares of Class B common stock in accordance with the governing documents of Management Holdings. None of the Reporting Persons own any of the economic interests in Management Holdings. | |
| (b) | Address or principal business office or, if none, residence:
590 Madison Avenue, 38th Floor, New York, NY 10022 | |
| (c) | Citizenship:
See responses to Item 4 of the Cover Page for each Reporting Person, which is incorporated herein by reference. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information set forth on Row 9 of the Cover Pages and related notes thereto for each Reporting Person is incorporated by reference herein for each such Reporting Person. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of each such Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | |
| (b) | Percent of class:
The information set forth in Row 11 of the Cover Pages for each Reporting Person is herein incorporated by reference. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0.00 | ||
| (ii) Shared power to vote or to direct the vote:
The information set forth on Row 6 of the Cover Pages and related notes thereto for each Reporting Person is incorporated by reference herein for each such Reporting Person. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of each such Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | ||
| (iii) Sole power to dispose or to direct the disposition of:
0.00 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information set forth on Row 8 of the Cover Pages and related notes thereto for each Reporting Person is incorporated by reference herein for each such Reporting Person. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of each such Reporting Person's pecuniary interest therein, if any, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of the securities for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose. | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances, partners, members and/or shareholders of the Reporting Persons, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Class A common stock owned by such Reporting Persons. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
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| 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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Exhibit Information
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Exhibit A - Joint Filing Agreement, dated as of May 7, 2026, by and among the Reporting Persons (incorporated by reference from the Schedule 13G filed by the Reporting Persons on May 7, 2026).
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