Form SCHEDULE 13G Nebius Group N.V. Filed by: Situational Awareness LP
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
Nebius Group N.V. (Name of Issuer) |
Class A Ordinary Shares (Title of Class of Securities) |
(CUSIP Number) |
05/19/2026 (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
Situational Awareness 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
12,410,060.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN, IN |
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SAF AI GP 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
12,410,060.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Situational Awareness 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
12,410,060.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Situational Awareness Partners 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
12,410,060.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Leopold Aschenbrenner | ||||||||
| 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
GERMANY
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Carl Shulman | ||||||||
| 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
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
12,410,060.00 | ||||||||
| 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)
5.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The percentage reported herein is calculated based on 220,406,311 Class A Ordinary Shares outstanding as of March 31, 2026, as reported in the financial statements filed by the Issuer as an exhibit to the Form 6-K filed by the issuer on May 20, 2026.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Nebius Group N.V. | |
| (b) | Address of issuer's principal executive offices:
Schiphol Boulevard 165, Schiphol P7 1118 BG, The Netherlands | |
| Item 2. | ||
| (a) | Name of person filing:
Situational Awareness LP, a Delaware limited partnership ("Adviser")
SAF AI GP LP, a Delaware limited partnership ("General Partner")
Situational Awareness LLC, a Delaware limited liability company ("SA LLC")
Situational Awareness Partners LP, a Delaware limited partnership ("Fund")
Leopold Aschenbrenner
Carl Shulman
Adviser is the investment adviser to the Fund. General Partner is the general partner of the Fund. SA LLC is the general partner of Adviser. Mr. Aschenbrenner is the managing partner and control person of Adviser and General Partner and the manager of SA LLC. Mr. Shulman is the co-portfolio manager of the Fund.
The reporting persons are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Class A Ordinary Shares except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of the Fund should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Class A Ordinary Shares covered by this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
77 Federal Street, Floor 4, San Francisco, CA 94107 | |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. | |
| (d) | Title of class of securities:
Class A Ordinary Shares | |
| (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); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (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); | |
| (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:
Adviser: 12,410,060
General Partner: 12,410,060
SA LLC: 12,410,060
Fund: 12,410,060
Leopold Aschenbrenner: 12,410,060
Carl Shulman: 12,410,060 | |
| (b) | Percent of class:
Adviser: 5.6%
General Partner: 5.6%
SA LLC: 5.6%
Fund: 5.6%
Leopold Aschenbrenner: 5.6%
Carl Shulman: 5.6% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Adviser: 0
General Partner: 0
SA LLC: 0
Fund: 0
Leopold Aschenbrenner: 0
Carl Shulman: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Adviser: 12,410,060
General Partner: 12,410,060
SA LLC: 12,410,060
Fund: 12,410,060
Leopold Aschenbrenner: 12,410,060
Carl Shulman: 12,410,060 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Adviser: 0
General Partner: 0
SA LLC: 0
Fund: 0
Leopold Aschenbrenner: 0
Carl Shulman: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Adviser: 12,410,060
General Partner: 12,410,060
SA LLC: 12,410,060
Fund: 12,410,060
Leopold Aschenbrenner: 12,410,060
Carl Shulman: 12,410,060 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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.
The Fund has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Ordinary Shares. | ||
| 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: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR SCHEDULE 13G |
ATTACHMENTS / EXHIBITS