Nikolay Savchuk - Nov 1, 2024 Form 4 Insider Report for Lomond Therapeutics Holdings, Inc. (NONE)

Role: President and COO, Director
Signature: /s/ Nikolay Savchuk
Stock symbol: NONE
Transactions as of: Nov 1, 2024
Transactions value $: $9,999,997
Form type: 4
Date filed: 11/5/2024, 06:00 PM
Previous filing: Apr 3, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NONE	Common Stock	Conversion of derivative security	$1.72M	+539K		$3.20	539K	Nov 1, 2024	By TPAV, LLC	F1, F2, F6
transaction	NONE	Common Stock	Conversion of derivative security	$2.5M	+694K	+128.82%	$3.60	1.23M	Nov 1, 2024	By TPAV, LLC	F1, F3, F6
transaction	NONE	Common Stock	Award	$5.78M	+1.44M	+117.04%	$4.00	2.68M	Nov 1, 2024	By TPAV, LLC	F1, F4, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NONE	Stock Option (Right to Buy)	Award	$0	+1.26M		$0.00	1.26M	Nov 1, 2024	Common Stock	1.26M	$1.30	Direct	F5
transaction	NONE	Simple Agreement for Future Equity	Conversion of derivative security	$0	+539K		$0.00	0	Nov 1, 2024	Common Stock	539K		By TPAV, LLC	F1, F2, F6
transaction	NONE	Simple Agreement for Future Equity	Conversion of derivative security	$0	+694K		$0.00	0	Nov 1, 2024	Common Stock	694K		By TPAV, LLC	F1, F3, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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").
F2	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.
F3	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.
F4	Represents shares held directly by TPAV, LLC issued upon the closing of the Offering.
F5	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.
F6	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.