[sheet: Cover]
Field | Detail
Matter | Skybridge Fintech Ltd. — $60,000,000 Convertible Note Bridge Financing
Matter No. | 1009-00001
Company / Issuer | Skybridge Fintech Ltd.
Company Address | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Company EIN | 83-2147605
DE File Number | 6384291
Aggregate Principal Amount | $60,000,000
Instrument | Convertible Promissory Notes
Interest Rate | 6.00% per annum (600 bps), simple interest, 365-day year
Valuation Cap | $750,000,000 pre-money
Conversion discount | 20%
Maturity Date | January 15, 2026
Qualified Financing Threshold | $80,000,000
Change of Control Multiple | 2.0x principal plus accrued interest
Lead Investor | Ridgeline Ventures Fund IV, L.P.
Company Counsel | Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022
Investor Counsel | Whitfield, Pratt & Soo LLP, One Federal Street, 26th Floor, Boston, MA 02110
Escrow Agent | Granite Trust Company, N.A., 100 Summer Street, Boston, MA 02110
Escrow Account | Granite Trust Escrow Account No. 4401-7829-SBF
Existing Lender | Kelvantis Lending Corp., 350 Park Avenue, 18th Floor, New York, NY 10022
Initial Closing Date | January 15, 2024
Final Closing Date | January 26, 2024
Checklist Initial Version | December 11, 2023
Checklist Final Version | January 26, 2024
Prepared By | Calderwood & Harkness LLP (Leonard Ashford / Nina Reyes)
[sheet: Purchasers]
Purchaser Full Legal Name | Short Name | Entity Type | Jurisdiction | Principal Office Address | Deal Lead / Contact | Commitment Amount | % of Round | Initial Closing Amount | Final Closing Amount | Investor Type
Ridgeline Ventures Fund IV, L.P. | Ridgeline | Limited Partnership | Delaware | 800 Boylston Street, 34th Floor, Boston, MA 02199 | Samuel Okonkwo, Partner | $30,000,000 | 50.00% | $30,000,000 | $0 | Existing (via Fund III — Series C)
Beacon Hill Capital Partners, LLC | Beacon Hill | LLC | Delaware | 222 West Adams Street, Suite 3400, Chicago, IL 60606 | Joanna Falkner, Managing Director | $15,000,000 | 25.00% | $10,000,000 | $5,000,000 | Existing (Series C)
Northstar Innovation Fund II, L.P. | Northstar | Limited Partnership | Delaware | 555 California Street, Suite 4100, San Francisco, CA 94104 | Wei-Lin Chang, Managing Partner | $10,000,000 | 16.67% | $0 | $10,000,000 | New Investor
Halcyon Growth Equity, L.P. | Halcyon | Limited Partnership | Delaware | 1201 Third Avenue, Suite 5600, Seattle, WA 98101 | Robert "Rob" Castillo, Partner | $5,000,000 | 8.33% | $5,000,000 | $0 | Existing (Series B)
TOTAL | $60,000,000 | 100.00% | $45,000,000 | $15,000,000
[sheet: Key Contacts]
Organization | Role | Contact Name | Title | Address
Skybridge Fintech Ltd. | Issuer — CEO & Co-Founder | Arjun Mehta | CEO & Co-Founder | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Skybridge Fintech Ltd. | Issuer — CTO & Co-Founder | Elena Vasquez | CTO & Co-Founder | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Skybridge Fintech Ltd. | Issuer — CFO | David Lindstrom | CFO | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Skybridge Fintech Ltd. | Issuer — General Counsel | Priya Ramanathan | General Counsel | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Skybridge Fintech Ltd. | Issuer — VP, Corporate Development | Marcus Tillman | VP, Corporate Development | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Calderwood & Harkness LLP | Company Counsel — Responsible Partner | Victoria Chambers | Partner | 600 Lexington Avenue, New York, NY 10022
Calderwood & Harkness LLP | Company Counsel — Billing Partner | Howard Quinn | Partner | 600 Lexington Avenue, New York, NY 10022
Calderwood & Harkness LLP | Company Counsel — Of Counsel, ECVC (Corporate Lead) | Leonard Ashford | Of Counsel | 600 Lexington Avenue, New York, NY 10022
Calderwood & Harkness LLP | Company Counsel — Senior Associate, ECVC | Nina Reyes | Senior Associate | 600 Lexington Avenue, New York, NY 10022
Calderwood & Harkness LLP | Company Counsel — Lead Associate, IP | Peter Vassiliev | Associate | 600 Lexington Avenue, New York, NY 10022
Calderwood & Harkness LLP | Company Counsel — Working Associate, IP | Wendy Schultz | Associate | 600 Lexington Avenue, New York, NY 10022
Whitfield, Pratt & Soo LLP | Investor Counsel — Lead Partner | Graham Whitfield | Partner | One Federal Street, 26th Floor, Boston, MA 02110
Whitfield, Pratt & Soo LLP | Investor Counsel — Associate | Danielle Kwon | Associate | One Federal Street, 26th Floor, Boston, MA 02110
Ridgeline Ventures Fund IV, L.P. | Lead Investor — Managing Partner | Catherine "Kate" Drummond | Managing Partner | 800 Boylston Street, 34th Floor, Boston, MA 02199
Ridgeline Ventures Fund IV, L.P. | Lead Investor — Deal Lead | Samuel Okonkwo | Partner | 800 Boylston Street, 34th Floor, Boston, MA 02199
Beacon Hill Capital Partners, LLC | Co-Investor — Deal Lead | Joanna Falkner | Managing Director | 222 West Adams Street, Suite 3400, Chicago, IL 60606
Northstar Innovation Fund II, L.P. | New Investor — Managing Partner | Wei-Lin Chang | Managing Partner | 555 California Street, Suite 4100, San Francisco, CA 94104
Halcyon Growth Equity, L.P. | Existing Investor — Deal Lead | Robert "Rob" Castillo | Partner | 1201 Third Avenue, Suite 5600, Seattle, WA 98101
Kelvantis Lending Corp. | Existing Lender — Relationship Manager | Theodore "Ted" Marsh | Relationship Manager | 350 Park Avenue, 18th Floor, New York, NY 10022
Pinnacle Audit Group LLP | Company Auditor — Engagement Partner | Lisa Johannsen | Engagement Partner | 71 South Wacker Drive, Suite 1800, Chicago, IL 60606
Atlas Valuation Services, Inc. | 409A Valuation Provider | Martin Khoury | Contact | 2300 Clarendon Blvd., Suite 400, Arlington, VA 22201
Granite Trust Company, N.A. | Escrow Agent | Angela Petrov | Contact | 100 Summer Street, Boston, MA 02110
[sheet: Closing Checklist]
Item No. | Category | Document / Deliverable Description | Document Date | Responsible Party | Applicable Closing | Status | Date Completed | Notes / Comments
A. TRANSACTION DOCUMENTS
A-1 | Transaction Documents | Note Purchase Agreement — Execution Version | January 15, 2024 | C&H / WPS | Both | Executed | January 15, 2024 | Executed by Skybridge Fintech Ltd. and all Purchasers; governs issuance of convertible promissory notes; aggregate principal $60,000,000; 6.00% interest p.a.; $750M valuation cap; 20% discount; maturity January 15, 2026
A-2 | Transaction Documents | Form of Convertible Promissory Note — Execution Version (Exhibit A to NPA) | January 15, 2024 | C&H | Both | Executed | January 15, 2024 | Individual notes completed for each Purchaser with respective principal amounts; 6.00% simple interest, 365-day year
A-3 | Transaction Documents | Schedule of Purchasers — Execution Version (Schedule 1 to NPA) | January 15, 2024 | C&H | Initial | Executed | January 15, 2024 | Ridgeline $30M, Beacon Hill $10M (initial), Halcyon $5M; total Initial Closing $45M
A-4 | Transaction Documents | Company Disclosure Schedule | January 14, 2024 | C&H / Skybridge | Both | Delivered | January 14, 2024 | Delivered by Skybridge to Purchasers; exceptions to representations and warranties
A-5 | Transaction Documents | Amendment No. 1 to Amended and Restated Investors' Rights Agreement — Execution Version | January 15, 2024 | C&H / WPS | Both | Executed | January 15, 2024 | Adds Purchasers as parties with information and participation rights
A-6 | Transaction Documents | Amendment No. 1 to Right of First Refusal and Co-Sale Agreement — Execution Version | January 15, 2024 | C&H / WPS | Both | Executed | January 15, 2024 | Extends ROFR and co-sale rights to Purchasers
A-7 | Transaction Documents | Escrow Agreement (Granite Trust Company, N.A.) — Execution Version | January 15, 2024 | C&H | Both | Executed | January 15, 2024 | Governs deposit/release of closing funds; Escrow Account No. 4401-7829-SBF; $7,500 escrow fee borne by Skybridge
A-8 | Transaction Documents | Joinder Agreement — Northstar Innovation Fund II, L.P. | January 26, 2024 | C&H / WPS | Final | Executed | January 26, 2024 | Northstar joins as Purchaser under NPA and related documents; $10,000,000 commitment
A-9 | Transaction Documents | Amended Schedule of Purchasers — Reflecting Final Closing | January 26, 2024 | C&H | Final | Executed | January 26, 2024 | Updated Schedule 1: Ridgeline $30M, Beacon Hill $15M, Northstar $10M, Halcyon $5M; total $60M
B. LENDER CONSENT & SUBORDINATION
B-1 | Lender Consent & Subordination | Subordination Agreement (Kelvantis Lending Corp. / Noteholders) — Execution Version | January 15, 2024 | C&H / Kelvantis | Both | Executed | January 15, 2024 | Notes subordinated to existing $15M Kelvantis venture debt facility under Loan and Security Agreement dated August 15, 2022; maturity August 15, 2025
B-2 | Lender Consent & Subordination | Kelvantis Lending Corp. — Lender Consent and Waiver Letter | January 12, 2024 | C&H (drafted) / Kelvantis (signed) | Both | Received | January 12, 2024 | Consent to issuance of convertible notes and execution of Subordination Agreement; waiver of default under Kelvantis LSA; signed by Theodore "Ted" Marsh
C. BOARD & STOCKHOLDER APPROVALS
C-1 | Board & Stockholder Approvals | Unanimous Written Consent of the Board of Directors — Executed | January 10, 2024 | C&H / Skybridge | Both | Executed | January 10, 2024 | Authorizes convertible note bridge financing, NPA, Subordination Agreement, IRA/ROFR amendments, and Escrow Agreement; authorizes officers to execute and deliver
C-2 | Board & Stockholder Approvals | Written Consent of Stockholders in Lieu of Special Meeting — Executed | January 12, 2024 | C&H / Skybridge | Both | Executed | January 12, 2024 | Requisite stockholder approval of convertible note issuance and amendments to existing investor agreements per DGCL § 228
C-3 | Board & Stockholder Approvals | Section 228 Notice to Non-Consenting Stockholders | January 15, 2024 | C&H / Skybridge | Initial | Delivered | January 15, 2024 | Notice pursuant to DGCL § 228(e) informing non-consenting stockholders of action taken by written consent
D. COMPANY CERTIFICATES & GOOD STANDING
D-1 | Company Certificates | Secretary's Certificate of the Company (with attachments: Charter, Bylaws, Board Consent) | January 15, 2024 | Skybridge (Priya Ramanathan) | Both | Executed | January 15, 2024 | Certifies Amended and Restated Certificate of Incorporation, Bylaws, Board Consent dated January 10, 2024; incumbency and signature authority of officers
D-2 | Company Certificates | Officer's Certificate — Representations & Warranties Bring-Down | January 15, 2024 | Skybridge (Arjun Mehta, David Lindstrom) | Both | Executed | January 15, 2024 | Certifies reps and warranties true and correct in all material respects as of closing date; signed by CEO and CFO
D-3 | Company Certificates | Officer's Certificate — Use of Proceeds | January 15, 2024 | Skybridge (David Lindstrom) | Both | Executed | January 15, 2024 | General corporate purposes, working capital, and product development pending planned Series D (Q3–Q4 2024)
D-4 | Company Certificates | Good Standing Certificate — Delaware Secretary of State | January 11, 2024 | C&H / Skybridge | Both | Obtained | January 11, 2024 | Certificate of Good Standing for Skybridge Fintech Ltd., DE File Number 6384291
E. ESCROW & FUNDS FLOW
E-1 | Escrow & Funds Flow | Wire Transfer Instructions Letter (Skybridge to Granite Trust) | January 14, 2024 | Skybridge (David Lindstrom) | Both | Delivered | January 14, 2024 | Instructions for disbursement from Escrow Account No. 4401-7829-SBF to Skybridge operating account
E-2 | Escrow & Funds Flow | Escrow Release Instructions — Initial Closing | January 15, 2024 | C&H / Skybridge / Purchasers | Initial | Delivered | January 15, 2024 | Joint instruction directing release of $45,000,000: Ridgeline $30M, Beacon Hill $10M, Halcyon $5M
E-3 | Escrow & Funds Flow | Escrow Release Instructions — Final Closing | January 26, 2024 | C&H / Skybridge / Purchasers | Final | Delivered | January 26, 2024 | Joint instruction directing release of $15,000,000: Beacon Hill $5M, Northstar $10M
E-4 | Escrow & Funds Flow | Closing Funds Flow Memorandum | January 14, 2024 | C&H | Both | Complete | January 14, 2024 | Details wire amounts from each Purchaser to Granite Trust escrow; release to Skybridge net of $7,500 escrow fee
E-5 | Escrow & Funds Flow | Confirmation of Receipt of Funds — Initial Closing ($45,000,000) | January 15, 2024 | Granite Trust (Angela Petrov) | Initial | Complete | January 15, 2024 | Confirmed receipt of wires from Ridgeline ($30M), Beacon Hill ($10M), Halcyon ($5M)
E-6 | Escrow & Funds Flow | Confirmation of Receipt of Funds — Final Closing ($15,000,000) | January 26, 2024 | Granite Trust (Angela Petrov) | Final | Complete | January 26, 2024 | Confirmed receipt of wires from Beacon Hill ($5M), Northstar ($10M)
E-7 | Escrow & Funds Flow | Confirmation of Release of Funds to Skybridge — Initial Closing | January 15, 2024 | Granite Trust | Initial | Complete | January 15, 2024 | Release of $45,000,000 to Skybridge operating account upon satisfaction of closing conditions
E-8 | Escrow & Funds Flow | Confirmation of Release of Funds to Skybridge — Final Closing | January 26, 2024 | Granite Trust | Final | Complete | January 26, 2024 | Release of $15,000,000 to Skybridge operating account upon satisfaction of closing conditions
F. LEGAL OPINIONS
F-1 | Legal Opinions | Legal Opinion of Calderwood & Harkness LLP (to Purchasers) | January 15, 2024 | C&H (Victoria Chambers / Leonard Ashford) | Both | Delivered | January 15, 2024 | Opinion re: due organization, valid existence, authorization, enforceability, no conflicts, securities law exemption (Rule 506(b) / Section 4(a)(2)); addressed to all four Purchasers
G. REGULATORY FILINGS
G-1 | Regulatory Filings | Form D Filing (SEC) — Initial Closing | January 16, 2024 | C&H / Skybridge | Initial | Filed | January 16, 2024 | Rule 506(b) of Regulation D; reports sale of $45,000,000 in convertible promissory notes
G-2 | Regulatory Filings | Form D Amendment (SEC) — Final Closing | January 29, 2024 | C&H / Skybridge | Final | Filed | January 29, 2024 | Updates total offering to $60,000,000; adds Northstar Innovation Fund II, L.P. as purchaser
G-3 | Regulatory Filings | Blue Sky / State Notice Filings (DE, MA, IL, CA, WA) | Various | C&H (Nina Reyes) | Both | Complete | January 18, 2024 | State notice filings per Blue Sky / State Notice Filings Memorandum; all applicable jurisdictions filed
H. ANCILLARY & POST-CLOSING
H-1 | Ancillary & Post-Closing | Letter: C&H to WPS — Transmitting Initial Draft NPA and Note | December 11, 2023 | C&H (Leonard Ashford) | Pre-Closing | Complete | December 11, 2023 | Initial transmission of NPA and Note drafts to investor counsel
H-2 | Ancillary & Post-Closing | Letter: C&H to Kelvantis — Request for Lender Consent | December 15, 2023 | C&H | Pre-Closing | Complete | December 15, 2023 | Formal request for consent/waiver under Kelvantis LSA dated August 15, 2022
H-3 | Ancillary & Post-Closing | Letter: C&H to Granite Trust — Escrow Deposit Instructions | January 14, 2024 | C&H | Pre-Closing | Complete | January 14, 2024 | Transmittal of executed Escrow Agreement and deposit instructions to Angela Petrov
H-4 | Ancillary & Post-Closing | Closing Binder — Table of Contents and Index | January 30, 2024 | C&H | Post-Closing | Complete | January 30, 2024 | Final closing binder compiled with all executed documents, certificates, consents, opinions, and filings
H-5 | Ancillary & Post-Closing | Letter: C&H to Skybridge — Closing Confirmation & Post-Closing Obligations Reminder | January 30, 2024 | C&H (Victoria Chambers) | Post-Closing | Complete | January 30, 2024 | Confirms completion of $60M financing; reminds of § 228 notice, Form D amendment, blue sky filings, and Series D timeline Q3–Q4 2024
H-6 | Ancillary & Post-Closing | Payment of Granite Trust Escrow Fee ($7,500) | January 15, 2024 | Skybridge | Initial | Complete | January 15, 2024 | Flat fee of $7,500 borne by Skybridge per Escrow Agreement
H-7 | Ancillary & Post-Closing | Payment / Reimbursement of Whitfield, Pratt & Soo LLP Fees (up to $125,000) | Post-Closing | Skybridge | Post-Closing | Pending | Per NPA, Skybridge reimburses WPS fees up to $125,000 cap
H-8 | Ancillary & Post-Closing | Calderwood & Harkness LLP Fee Cap Tracking ($275,000 cap plus disbursements) | Ongoing | C&H (Howard Quinn) | Post-Closing | Ongoing | Billed monthly against $75,000 retainer received November 15, 2023; cap $275,000 plus disbursements
[sheet: Key Dates Timeline]
Date | Event | Responsible Party | Checklist Cross-Reference
November 6, 2023 | Engagement opened; Calderwood & Harkness LLP retained by Skybridge Fintech Ltd. | C&H / Skybridge | —
November 15, 2023 | Retainer of $75,000 received from Skybridge | C&H | H-8
December 4, 2023 | Term sheet executed by Arjun Mehta (Skybridge) and Samuel Okonkwo (Ridgeline) | Skybridge / Ridgeline | —
December 11, 2023 | Initial drafts of NPA and Convertible Note circulated to Whitfield, Pratt & Soo LLP | C&H | H-1
December 11, 2023 | Closing Checklist — initial version distributed | C&H | —
December 15, 2023 | Request for lender consent sent to Kelvantis Lending Corp. | C&H | H-2
December 18, 2023 | Initial draft Subordination Agreement circulated | C&H | B-1
December 22, 2023 | Revised draft NPA reflecting WPS comments circulated | C&H / WPS | A-1
January 2, 2024 | Draft Amendment No. 1 to IRA circulated | C&H | A-5
January 4, 2024 | Second revised draft NPA circulated | C&H / WPS | A-1
January 5, 2024 | Draft Escrow Agreement circulated | C&H | A-7
January 7, 2024 | Draft board consent circulated | C&H | C-1
January 10, 2024 | Board of Directors approval — Unanimous Written Consent executed | Skybridge Board | C-1
January 11, 2024 | Good Standing Certificate obtained from Delaware Secretary of State | C&H / Skybridge | D-4
January 12, 2024 | Written Consent of Stockholders executed | Skybridge Stockholders | C-2
January 12, 2024 | Kelvantis Lending Corp. consent and waiver received | Kelvantis (Ted Marsh) | B-2
January 14, 2024 | Company Disclosure Schedule delivered | Skybridge / C&H | A-4
January 14, 2024 | Wire transfer instructions and escrow deposit instructions delivered | Skybridge / C&H | E-1, H-3
January 14, 2024 | Closing Funds Flow Memorandum finalized | C&H | E-4
January 15, 2024 | INITIAL CLOSING — Note Purchase Agreement signed; $45,000,000 funded | All Parties | A-1 through A-7, B-1, D-1 through D-4, E-2, F-1
January 15, 2024 | Section 228 Notice delivered to non-consenting stockholders | C&H / Skybridge | C-3
January 16, 2024 | Form D filed with SEC — Initial Closing | C&H | G-1
January 18, 2024 | Blue sky / state notice filings completed | C&H (Nina Reyes) | G-3
January 26, 2024 | FINAL CLOSING — Northstar Joinder executed; remaining $15,000,000 funded; transaction fully closed | All Parties | A-8, A-9, E-3, E-6, E-8
January 29, 2024 | Form D Amendment filed with SEC — Final Closing | C&H | G-2
January 30, 2024 | Closing binder compiled; closing confirmation letter sent to Skybridge | C&H | H-4, H-5
[sheet: Funds Flow Summary]
Line Item | Payor / Source | Payee / Destination | Amount | Closing | Date | Status
INITIAL CLOSING — January 15, 2024
Ridgeline Ventures Fund IV, L.P. — deposit to escrow | Ridgeline | Granite Trust Escrow Acct. No. 4401-7829-SBF | $30,000,000 | Initial | January 15, 2024 | Complete
Beacon Hill Capital Partners, LLC — deposit to escrow (tranche 1) | Beacon Hill | Granite Trust Escrow Acct. No. 4401-7829-SBF | $10,000,000 | Initial | January 15, 2024 | Complete
Halcyon Growth Equity, L.P. — deposit to escrow | Halcyon | Granite Trust Escrow Acct. No. 4401-7829-SBF | $5,000,000 | Initial | January 15, 2024 | Complete
Subtotal — Initial Closing Deposits | $45,000,000 | Initial
Release from escrow to Skybridge — Initial Closing | Granite Trust Escrow | Skybridge Fintech Ltd. (operating account) | $45,000,000 | Initial | January 15, 2024 | Complete
Granite Trust escrow fee | Skybridge Fintech Ltd. | Granite Trust Company, N.A. | $7,500 | Initial | January 15, 2024 | Complete
FINAL CLOSING — January 26, 2024
Beacon Hill Capital Partners, LLC — deposit to escrow (tranche 2) | Beacon Hill | Granite Trust Escrow Acct. No. 4401-7829-SBF | $5,000,000 | Final | January 26, 2024 | Complete
Northstar Innovation Fund II, L.P. — deposit to escrow | Northstar | Granite Trust Escrow Acct. No. 4401-7829-SBF | $10,000,000 | Final | January 26, 2024 | Complete
Subtotal — Final Closing Deposits | $15,000,000 | Final
Release from escrow to Skybridge — Final Closing | Granite Trust Escrow | Skybridge Fintech Ltd. (operating account) | $15,000,000 | Final | January 26, 2024 | Complete
GRAND TOTAL — All Closings | $60,000,000 | Both
Total Escrow Fees | $7,500
Net Proceeds to Skybridge | $59,992,500 | Both | Net of $7,500 escrow fee