Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Silver Pegasus Acquisition Corp. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
G8192J102 (CUSIP Number) |
07/14/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G8192J102 |
| 1 | Names of Reporting Persons
SilverLode Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,833,333.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Consists of 3,833,333 Class B ordinary shares, $0.001 par value per share (the "Class B Shares") held by SilverLode Capital LLC, a Delaware limited liability, and the sponsor of the issuer. The Class B shares will automatically convert into Class A ordinary shares of the issuer, $0.0001 par value per share (The "Class A Shares") upon consummation of the issuer's initial business combination. Cesar Johnston is the managing member of SilverLode Capital LLC and has voting and investment power over the Class B shares held by SilverLode Capital LLC. (2) Based on 15,363,333 ordinary shares of the issuer deemed to be outstanding, including (i) 11,500,000 Class A Shares issued in the public offering, (ii) 30,000 Class A Shares issued to Roth Capital Partners, LLC as consideration for exercising the over-allotment option in full, and (iii) 3,833,333 Class B Shares, as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 15, 2025. The Class B shares will automatically convert into Class A ordinary shares upon consummation of the issuer's initial business combination.
SCHEDULE 13G
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| CUSIP No. | G8192J102 |
| 1 | Names of Reporting Persons
Cesar Johnston | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organi
zation
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,833,333.00 | ||||||||
| 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)
25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: (1) Consists of 3,833,333 Class B ordinary shares, $0.001 par value per share (the "Class B Shares") held by SilverLode Capital LLC, a Delaware limited liability, and the sponsor of the issuer. The Class B shares will automatically convert into Class A ordinary shares of the issuer, $0.0001 par value per share (The "Class A Shares") upon consummation of the issuer's initial business combination. Cesar Johnston is the managing member of SilverLode Capital LLC and has voting and investment power over the Class B shares held by SilverLode Capital LLC. (2) Based on 15,363,333 ordinary shares of the issuer deemed to be outstanding, including (i) 11,500,000 Class A Shares issued in the public offering, (ii) 30,000 Class A Shares issued to Roth Capital Partners, LLC as consideration for exercising the over-allotment option in full, and (iii) 3,833,333 Class B Shares, as set forth in the Issuer's final prospectus filed with the SEC pursuant to Rule 424(b)(4) on July 15, 2025. The Class B shares will automatically convert into Class A ordinary shares upon consummation of the issuer's initial business combination.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Silver Pegasus Acquisition Corp. | |
| (b) | Address of issuer's principal executive offices:
2445 Augustine Dr., STE 150, Santa Clara, CA 95054 | |
| Item 2. | ||
| (a) | Name of person filing:
SilverLode Capital LLC Cesar Johnston | |
| (b) | Address or principal business office or, if none, residence:
c/o Silver Pegasus Acquisition Corp. 2445 Augustine Dr., STE 150, Santa Clara, CA 95054 | |
| (c) | Citizenship:
SilverLode Capital LLC - Delaware Cesar Johnston-United States of America | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (e) | CUSIP No.:
G8192J102 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (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);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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:
SilverLode Capital LLC- 3,833,333 Cesar Johnston- 3,833,333 Consists of 3,833,333 Class B ordinary shares, $0.001 par value per share (the "Class B Shares") held by SilverLode Capital LLC, a Delaware limited liability, and the sponsor of the issuer. The Class B shares will automatically convert into Class A ordinary shares of the issuer, $0.0001 par value per share (The "Class A Shares") upon consummation of the issuer's initial business combination. Cesar Johnston is the managing member of SilverLode Capital LLC and has voting and investment power over the Class B shares held by SilverLode Capital LLC. | |
| (b) | Percent of class:
SilverLode Capital LLC - 25% Cesar Johnston - 25% The foregoing percentages are based on 15,363,333 Class A ordinary shares outstanding as reported on the Issuer's final prospectus dated July 14, 2025. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
SilverLode Capital LLC- 3,833,333 Cesar Johnston- 3,833,333 | ||
| (ii) Shared power to vote or to direct the vote:
SilverLode Capital LLC- 0 Cesar Johnston- 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
SilverLode Capital LLC- 3,833,333 Cesar Johnston- 3,833,333 | ||
| (iv) Shared power to dispose or to direct the disposition of:
SilverLode Capital LLC- 0 Cesar Johnston- 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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 1 Joint Filing Agreement |