Venetian-1 Acquisition Corp.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 17:01

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 *
Savchuk Nikolay
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
__X__ Officer (give title below) _____ Other (specify below)
President and COO
(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 539,062(1)(2) A $3.2 539,062 I By TPAV, LLC(2)(6)
Common Stock 11/01/2024 C 694,444(1)(3) A $3.6 1,233,506 I By TPAV, LLC(3)(6)
Common Stock 11/01/2024 A 1,443,750(1)(4) A $4 2,677,256 I By TPAV, LLC(4)(6)
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
Stock Option (Right to Buy) $1.3 11/01/2024 A 1,258,000(5) (5) 09/18/2034 Common Stock 1,258,000 $ 0 1,258,000 D
Simple Agreement for Future Equity (2) 11/01/2024 C 539,062(1)(2) (2) (2) Common Stock 539,062 $ 0 0 I By TPAV, LLC(2)(6)
Simple Agreement for Future Equity (3) 11/01/2024 C 694,444(1)(3) (3) (3) Common Stock 694,444 $ 0 0 I By TPAV, LLC(3)(6)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Savchuk Nikolay
C/O LOMOND THERAPEUTICS HOLDINGS, INC.
8 THE GREEN STE 8490
DOVER, DE 19901 		X President and COO

Signatures

/s/ Nikolay Savchuk 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 TPAV, LLC issued upon the conversion of an outstanding simple agreement for future equity ("SAFE") in the amount of $1,725,000, 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.
(3) These shares are held of record by TPAV, LLC issued upon the conversion of a SAFE in the amount of $2,500,000, 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.
(4) Represents shares held directly by TPAV, LLC issued upon the closing of the Offering.
(5) The options are subject to a service-based vesting requirement, which shall be satisfied over a four-year period with 1/48th of the options vesting monthly after November 1, 2024, subject to the Reporting Person's continuous service with the Issuer through each such vesting date.
(6) The reported shares are owned directly by TPAV, LLC, a limited liability company of which the reporting person is the sole manager on its Board of Managers. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.