Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * GORDON CARL L 2. Issuer Name and Ticker or Trading Symbol Lomond Therapeutics Holdings, Inc. [NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O LOMOND THERAPEUTICS HOLDINGS, INC., 8 THE GREEN STE 8490 3. Date of Earliest Transaction (Month/Day/Year) 11/01/2024 (Street) DOVER, DE 19901 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 11/01/2024 C 323,916(1)(2) A $3.2 323,916 I See Footnote(2)(10) Common Stock 11/01/2024 C 215,146(1)(3) A $3.2 539,062 I See Footnote(3)(10) Common Stock 11/01/2024 C 389,078(1)(4) A $3.6 928,140 I See Footnote(4)(10) Common Stock 11/01/2024 C 230,753(1)(5) A $3.6 1,158,893 I See Footnote(5)(10) Common Stock 11/01/2024 C 74,613(1)(6) A $3.6 1,233,506 I See Footnote(6)(10) Common Stock 11/01/2024 A 808,894(1)(7) A $4 2,042,400 I See Footnote(7)(10) Common Stock 11/01/2024 A 479,736(1)(8) A $4 2,522,136 I See Footnote(8)(10) Common Stock 11/01/2024 A 155,120(1)(9) A $4 2,677,256 I See Footnote(9)(10)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Simple Agreement for Future Equity	(2)	11/01/2024		C			323,916(1)(2)	(2)	(2)	Common Stock	323,916	$ 0	0	I	See Footnote(2)(10)
Simple Agreement for Future Equity	(3)	11/01/2024		C			215,146(1)(3)	(3)	(3)	Common Stock	215,146	$ 0	0	I	See Footnote(3)(10)
Simple Agreement for Future Equity	(4)	11/01/2024		C			389,078(1)(4)	(4)	(4)	Common Stock	389,078	$ 0	0	I	See Footnote(4)(10)
Simple Agreement for Future Equity	(5)	11/01/2024		C			230,753(1)(5)	(5)	(5)	Common Stock	230,753	$ 0	0	I	See Footnote(5)(10)
Simple Agreement for Future Equity	(6)	11/01/2024		C			74,613(1)(6)	(6)	(6)	Common Stock	74,613	$ 0	0	I	See Footnote(6)(10)

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
GORDON CARL L C/O LOMOND THERAPEUTICS HOLDINGS, INC. 8 THE GREEN STE 8490 DOVER, DE 19901	X

Signatures

/s/ Carl L. Gordon	11/05/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On November 1, 2024, the Issuer closed the transactions contemplated by the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated as of November 1, 2024, by and among Venetian-1 Acquisition Corp., a Delaware corporation (the "Parent"), Lomond Acquisition Corp., a Delaware corporation (the "Acquisition Subsidiary"), and Lomond Therapeutics, Inc. ("Legacy Lomond") (the "Merger"), pursuant to which, upon consummation of the Merger, all of the outstanding shares Legacy Lomond common stock were converted into shares of the Issuer's Common Stock on a 1:1 basis pursuant to the terms of the Merger Agreement (the "Merger"). Immediately following the closing of the Merger, the Issuer completed a private placement financing (the "Offering").
(2)	These shares are held of record by OrbiMed Private Investments VII, LP ("OPI VII") issued upon the conversion of an outstanding simple agreement for future equity ("SAFE") in the amount of $1,036,534.25, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP VII LLC ("GP VII") is the general partner of OPI VII. OrbiMed Advisors LLC ("OrbiMed Advisors") is the managing member of GP VII. By virtue of such relationships, OrbiMed Advisors and GP VII may be deemed to have voting and investment power over the securities held by OPI VII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VII.
(3)	These shares are held of record by OrbiMed Private Investments VIII, LP ("OPI VIII") issued upon the conversion of a SAFE in the amount of $688,465.75, which converted upon the closing of the Merger and the Offering at 80% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP VIII LLC ("GP VIII") is the general partner of OPI VIII. OrbiMed Advisors is the managing member of GP VIII. By virtue of such relationships, OrbiMed Advisors and GP VIII may be deemed to have voting and investment power over the securities held by OPI VIII and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI VIII.
(4)	These shares are held of record by OPI VII issued upon the conversion of an outstanding SAFE in the amount $1,400,681.04, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date.
(5)	These shares are held of record by OPI VIII issued upon the conversion of an outstanding SAFE in the amount of $830,712.12, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date.
(6)	These shares are held of record by OrbiMed Private Investments IX, LP ("OPI IX") issued upon the conversion of an outstanding SAFE in the amount of $268,606.84, which converted upon the closing of the Merger and the Offering at 90% of the per share price in the Offering and had no expiration date. OrbiMed Capital GP IX LLC ("GP IX") is the general partner of OPI IX. OrbiMed Advisors is the managing member of GP IX. By virtue of such relationships, OrbiMed Advisors and GP IX may be deemed to have voting and investment power over the securities held by OPI IX and as a result, may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of the Reporting Person, Sven H. Borho, and W. Carter Neild, each of whom disclaims beneficial ownership of the shares held by OPI IX.
(7)	These shares are held of record by OPI VII issued upon the closing of the Offering.
(8)	These shares are held of record by OPI VIII issued upon the closing of the Offering.
(9)	These shares are held of record by OPI IX issued upon the closing of the Offering.
(10)	Each of OrbiMed Advisors, GP VII, GP VIII, GP IX, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its pecuniary interest therein, if any. This report on Form 4 shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for purpose of Section 16 of the Exchange Act, or for any other purpose.

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