MDRX: Two Seas Capital reports 8,943,265 shares (Common Stock) beneficially owned as of March 31, 2026. The Schedule 13G/A states that Two Seas Capital LP, Two Seas Capital GP LLC and Sina Toussi each may be deemed to have sole voting and dispositive power over 8,943,265 shares, representing 8.2% of the class.
The filing says the percent is calculated using 108,800,000 shares outstanding as of December 31, 2025, cited from an Exhibit to the issuer's prior Form 8-K. The Reporting Persons list their principal business address in Rye, New York.
Positive
None.
Negative
None.
Insights
Large passive stake disclosed by an investment manager.
The filing documents that Two Seas Capital LP and related entities hold 8,943,265 shares of Common Stock, equal to 8.2% of the issuer based on the cited outstanding share count. The statement attributes sole voting and dispositive power to the adviser and its GP.
Cash‑flow treatment and trading intent are not disclosed; subsequent filings would show any changes in holdings. The percent uses a Dec 31, 2025 outstanding base drawn from the issuer's prior disclosure.
Key Figures
Beneficially owned shares:8,943,265 sharesPercent of class:8.2%Shares outstanding used:108,800,000 shares+1 more
4 metrics
Beneficially owned shares8,943,265 sharesAmount beneficially owned as of March 31, 2026
Percent of class8.2%Percent of class as of March 31, 2026 (based on Dec 31, 2025 outstanding)
Shares outstanding used108,800,000 sharesShares outstanding as of December 31, 2025 (source: Exhibit 99.1 to issuer's Form 8-K)
CUSIP01988P108CUSIP for the Common Stock
Key Terms
Schedule 13G/A, beneficially owned, sole dispositive power
3 terms
Schedule 13G/Aregulatory
"This statement relates to the Common Stock ... held by Two Seas Global (Master) Fund LP."
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
beneficially ownedregulatory
"Amount beneficially owned as of March 31, 2026: TSC - 8,943,265 shares"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
sole dispositive powerfinancial
"TSC may be deemed to have sole power to dispose of the Common Stock held by the Global Fund."
Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.
What stake does Two Seas Capital (MDRX) report in this amendment?
The amendment reports 8,943,265 shares of Common Stock, representing 8.2% of the class as of March 31, 2026, per the Schedule 13G/A.
Who is reported to have voting and dispositive power over the shares?
The filing states Two Seas Capital LP, Two Seas Capital GP LLC, and Sina Toussi each may be deemed to have sole voting and sole dispositive power over the 8,943,265 shares held by the Global Fund.
What outstanding share count is used to calculate the 8.2% figure?
The percent is calculated using 108,800,000 shares outstanding as of December 31, 2025, cited from Exhibit 99.1 of the issuer's Form 8-K filed February 17, 2026.
Does the filing state whether these shares are held for another person?
The filing states the shares are held by Two Seas Global (Master) Fund LP, and the reporting persons act as adviser/GP; no separate third party beneficiary or dividend recipient is identified in Item 6.
Where is the reporting person's principal business address?
The Schedule 13G/A lists the principal business office for the Reporting Persons as 32 Elm Place - 3rd Floor, Rye, New York 10580.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
VERADIGM INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
01988P108
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
01988P108
1
Names of Reporting Persons
Two Seas Capital 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:
5
Sole Voting Power
8,943,265.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,943,265.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,943,265.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
01988P108
1
Names of Reporting Persons
Two Seas Capital GP 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:
5
Sole Voting Power
8,943,265.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,943,265.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,943,265.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
OO, HC
SCHEDULE 13G
CUSIP Number(s):
01988P108
1
Names of Reporting Persons
Sina Toussi
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
8,943,265.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
8,943,265.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,943,265.00
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)
8.2 %
12
Type of Reporting Person (See Instructions)
IN, HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
VERADIGM INC.
(b)
Address of issuer's principal executive offices:
222 Merchandise Mart Plaza, Suite 2024, Chicago, Illinois, 60654
Item 2.
(a)
Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons")
(i) Two Seas Capital LP ("TSC");
(ii) Two Seas Capital GP LLC ("TSC GP"); and
(iii) Sina Toussi.
This statement relates to the Common Stock, par value $0.01 per share (the "Common Stock"), of Veradigm Inc. (the "Issuer") held by Two Seas Global (Master) Fund LP (the "Global Fund"). The principal business of TSC is providing investment advice as a registered investment adviser and serving as investment manager to the Global Fund. As such, TSC has been granted investment discretion over portfolio investments, including the Common Stock, held by or for the account of the Global Fund, including the Global Fund's voting and discretionary decisions. TSC GP serves as general partner of TSC. Sina Toussi serves as the chief investment officer of TSC and managing member of TSC GP.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 32 Elm Place - 3rd Floor, Rye, New York 10580.
(c)
Citizenship:
(i) Two Seas Capital LP is a Delaware limited partnership;
(ii) Two Seas Capital GP LLC is a Delaware limited liability company; and
(iii) Sina Toussi is a United States citizen.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
01988P108
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:
Amount beneficially owned as of March 31, 2026:
TSC - 8,943,265 shares of Common Stock
TSC GP - 8,943,265 shares of Common Stock
Sina Toussi - 8,943,265 shares of Common Stock
(b)
Percent of class:
Percent of class as of March 31, 2026:
TSC - 8.2%
TSC GP - 8.2%
Sina Toussi - 8.2%
The shares of Common Stock reported for Item 4 total 8,943,265 shares of Common Stock held by the Global Fund. TSC may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as investment adviser of the Global Fund. TSC GP may be deemed to have sole power to vote and sole power to dispose of the Common Stock held by the Global Fund, through its capacity as general partner of TSC. Sina Toussi may be deemed to have sole power to vote and sole power to dispose of the Common Stock owned by the Global Fund, through his capacity as Managing Member of TSC GP.
The percentages reported for Item 4(b) are calculated based on a total of 108,800,000 shares of Common Stock outstanding on December 31, 2025, as disclosed in Exhibit 99.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission on February 17, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
As of March 31, 2026, the Reporting Persons had sole power to vote or to direct the vote of 8,943,265 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
As of March 31, 2026, the Reporting Persons had shared power to vote or to direct the vote of 0 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
As of March 31, 2026, the Reporting Persons had sole power to dispose or to direct the disposition of 8,943,265 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
As of March 31, 2026, the Reporting Persons had shared power to dispose or to direct the disposition of 0 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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.
See disclosure in Item 4, which is incorporated by reference herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2, which is incorporated by reference herein.
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.
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.
Two Seas Capital LP
Signature:
/s/ Sina Toussi
Name/Title:
Sina Toussi / Managing Member of Two Seas Capital GP LLC, its General Partner
