1009-00001 · Skybridge Fintech Ltd · Engagement & Administration

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CALDERWOOD & HARKNESS LLP

Counselors at Law

NEW MATTER INTAKE FORM

Form Version 8.3 (Rev. October 2023)

CONFIDENTIAL — FOR INTERNAL USE ONLY. This form and all information contained herein are subject to the firm's confidentiality policies and are intended solely for use by authorized personnel of Calderwood & Harkness LLP in connection with new matter intake, conflicts clearance, and engagement administration. Do not distribute externally.

SECTION 1: MATTER IDENTIFICATION

Matter Description:

Representation of Skybridge Fintech Ltd. ("Skybridge" or the "Company"), a Delaware C-corporation, as issuer in a $60,000,000 convertible promissory note bridge financing (the "Bridge Financing" or the "Transaction"). The Bridge Financing is being conducted in advance of a planned Series D equity financing round anticipated to occur in Q3–Q4 2024. The convertible notes will be issued to a syndicate of existing and new investors led by Ridgeline Ventures Fund IV, L.P. The Transaction is expected to close in one or more closings pursuant to a Note Purchase Agreement.

SECTION 2: CLIENT INFORMATION

Business Description:

Skybridge Fintech Ltd. operates a cloud-based payments orchestration and embedded lending platform designed to serve mid-market e-commerce companies. The Company's platform enables merchants to integrate multiple payment methods, optimize payment routing, and offer embedded lending products to their end customers. As of the third quarter of 2023, the Company reports approximately $4.2 billion in annualized gross payment volume ("GPV") processed through its platform and approximately $78 million in annual recurring revenue ("ARR"). The Company's customer base is concentrated in the mid-market e-commerce segment, and the platform is offered on a subscription SaaS basis with volume-based transaction fees.

Primary Client Contact:

Additional Client Contacts:

Existing Client?

• [ ] Yes — Prior engagement(s) with Calderwood & Harkness LLP

• [ ] No — New client relationship

Prior Matter Numbers (if any):

SECTION 3: ENGAGEMENT TEAM

The following attorneys and timekeepers have been assigned to this matter. All timekeepers listed below are authorized to bill time to Matter No. 1009-00001 and have been cleared through the firm's conflicts process.

Team Structure Notes:

Victoria Chambers serves as the Responsible Partner and supervising partner for conflicts purposes on this engagement. Howard Quinn serves as the Billing Partner. Both Ms. Chambers and Mr. Quinn are members of the firm's White Collar & Investigations practice group and serve in supervisory and billing administration roles on this matter. Substantive corporate and transactional work, including the drafting and negotiation of the Note Purchase Agreement and related transaction documents, is led by Leonard Ashford (Of Counsel, ECVC) and Nina Reyes (Senior Associate, ECVC). Intellectual property diligence work is led by Peter Vassiliev (Lead Associate, IP) with assistance from Wendy Schultz (Working Associate, IP), pursuant to the engagement scope expansion dated December 1, 2023.

Additional timekeepers may be added to this matter as needed, subject to approval by the Responsible Partner and entry into the firm's time and billing system by the New Business / Intake Department.

SECTION 4: ENGAGEMENT TERMS & FEE ARRANGEMENTS

Fee Cap Details:

The firm's fees for this engagement are subject to a cap of $275,000, exclusive of disbursements and third-party costs. The fee cap applies to all legal services rendered in connection with the Bridge Financing, including (i) the drafting, negotiation, and finalization of the Note Purchase Agreement and ancillary transaction documents, (ii) board and stockholder consent documentation, (iii) the Kelvantis waiver/consent process, (iv) regulatory filings (SEC Form D, state blue sky filings, DGCL § 228 notice), (v) closing mechanics and funds flow coordination, and (vi) intellectual property diligence (added by Amendment No. 1). All fees are billed monthly against the retainer and subject to the cap.

Investor Counsel Reimbursement:

Pursuant to the terms of the Note Purchase Agreement, Skybridge Fintech Ltd. is responsible for reimbursing the legal fees and expenses of investor counsel, Whitfield, Pratt & Soo LLP, in an amount not to exceed $125,000. This obligation is a contractual commitment of the Company under the Note Purchase Agreement and is separate from and in addition to the fees payable to Calderwood & Harkness LLP.

Other Third-Party Costs Borne by Client:

All third-party costs, disbursements, and out-of-pocket expenses incurred in connection with this matter are the responsibility of the client and are billed at cost, without markup, unless otherwise specified in the engagement letter.

SECTION 5: MATTER DETAILS — TRANSACTION SUMMARY

This section sets forth a summary of the principal terms of the Bridge Financing for internal reference purposes. All terms are subject to the definitive documentation, including the Note Purchase Agreement and the form of Convertible Promissory Note.

Interest Rate and Accrual

The convertible promissory notes bear interest at a rate of 6.00% per annum (600 basis points), calculated on the basis of simple interest using a 365-day year. On the full principal amount of $60,000,000, this yields annual interest of $3,600,000. Interest accrues from the applicable closing date and is payable at maturity or upon conversion, as applicable.

Maturity. The notes mature 24 months from the date of the Initial Closing. Based on the Initial Closing date of January 15, 2024, the maturity date is January 15, 2026. At maturity, unless previously converted or prepaid, the outstanding principal balance plus all accrued and unpaid interest becomes due and payable.

Conversion Terms.

The notes will convert into shares of preferred stock issued in the Qualified Financing at the lower of (i) the price per share reflecting a 20% discount to the Series D price per share and (ii) the price per share implied by the $750,000,000 pre-money valuation cap, calculated on a fully diluted basis using the Company's then-current capitalization.

Qualified Financing Trigger

The term "Qualified Financing" is defined as a Series D equity financing in which the Company raises at least $80,000,000 in new equity capital (exclusive of any amounts raised through conversion of the notes). Upon the occurrence of a Qualified Financing, the notes will automatically convert into the same class and series of preferred stock issued to new investors in the Qualified Financing, at the applicable conversion price.

Change of Control

In the event of a Change of Control (as defined in the Note Purchase Agreement), the noteholders are entitled to receive a payment equal to 2.0x the outstanding principal amount plus all accrued and unpaid interest on the notes. The Change of Control provision is designed to protect the noteholders' investment in the event of an acquisition or similar transaction occurring prior to a Qualified Financing.

Most Favored Nation (MFN) Provision

The notes contain a most favored nation provision pursuant to which, if the Company issues any subsequent convertible note or simple agreement for future equity ("SAFE") on terms more favorable than those set forth in the notes (including without limitation a lower valuation cap, greater conversion discount, or more favorable interest rate), the noteholders shall be entitled to adjustment rights to incorporate such more favorable terms into their existing notes.

Subordination. The notes are subordinated to the Company's existing $15,000,000 venture debt facility with Kelvantis Lending Corp. (the "Kelvantis Facility"). The Kelvantis Facility was entered into pursuant to a Loan and Security Agreement dated August 15, 2022. The issuance of the convertible notes requires the consent and/or waiver of Kelvantis Lending Corp. under the existing Loan and Security Agreement with respect to (i) the subordination of the notes to the Kelvantis Facility and (ii) the incurrence of additional indebtedness by the Company.

Planned Next Equity Round

The Company anticipates conducting a Series D equity financing round in Q3–Q4 2024. The Bridge Financing is intended to provide the Company with additional runway to reach key business milestones in advance of the Series D.

SECTION 6: COUNTERPARTIES AND OTHER PARTIES

6.1 Lead Investor

6.2 Co-Investor

6.3 New Investor

6.4 Existing Investor (Participating in Bridge)

6.5 Investor Counsel

6.6 Existing Lender (Consent Party)

6.7 Company Auditor

6.8 409A Valuation Provider

6.9 Escrow Agent

6.10 Historical Investors (Not Participating in Bridge — For Conflict Check Reference)

The following parties are historical investors in the Company and are listed here for conflicts clearance purposes. These parties are not participating in the Bridge Financing.

SECTION 7: CONFLICTS CHECK REFERENCE

Parties Checked:

The following parties and their known affiliates were run through the firm's conflicts database as of the date of the Conflicts Memorandum:

1. Skybridge Fintech Ltd.

2. Ridgeline Ventures Fund IV, L.P., including affiliates Ridgeline Ventures Management IV, LLC and Ridgeline Ventures Fund III, L.P.

3. Beacon Hill Capital Partners, LLC

4. Northstar Innovation Fund II, L.P., including affiliate Northstar Innovation GP II, LLC

5. Halcyon Growth Equity, L.P., including affiliate Halcyon Growth Management, LLC

6. Kelvantis Lending Corp.

7. Crestpoint Seed Partners, L.P.

8. Whitfield, Pratt & Soo LLP

9. Pinnacle Audit Group LLP

10. Atlas Valuation Services, Inc.

11. Granite Trust Company, N.A.

Conflicts Identified:

________________________________________

Conflicts Resolution / Waiver (if applicable):

________________________________________

SECTION 8: KEY COMPANY FINANCIAL DATA (FOR INTERNAL REFERENCE)

The financial information set forth in this section has been provided by the client for internal reference purposes only. It has not been independently verified by Calderwood & Harkness LLP and should not be relied upon for any purpose other than internal matter administration and context. All figures are approximate and presented as of the dates indicated.

Cash Position and Runway

Revenue and Business Metrics

Capitalization and Valuation

Outstanding Indebtedness.

SECTION 9: KEY MILESTONES AND TIMELINE

The following table sets forth the key milestones and target or actual dates for the Bridge Financing. Dates marked as "Actual" reflect completed events; dates marked as "Target" reflect anticipated dates as of the matter opening and are subject to change.

SECTION 10: CLOSING MECHANICS (SUMMARY)

Initial Closing — January 15, 2024

The Initial Closing is scheduled for January 15, 2024, with an aggregate funding amount of $45,000,000. The following investors are participating in the Initial Closing:

Final Closing — January 26, 2024

The Final Closing is scheduled for January 26, 2024, with an aggregate funding amount of $15,000,000. The following investors are participating in the Final Closing:

Escrow Arrangements. All closing funds shall be deposited by the investors into the escrow account maintained by Granite Trust Company, N.A. (Escrow Account No. 4401-7829-SBF) and shall be released to Skybridge Fintech Ltd. upon satisfaction of all applicable closing conditions as set forth in the Note Purchase Agreement. The escrow agent's flat fee of $7,500 is borne by the Company.

Aggregate Round Summary

SECTION 11: REGULATORY FILINGS

SEC Form D — Regulation D, Rule 506(b)

The issuance of the convertible promissory notes constitutes a private offering exempt from registration under the Securities Act of 1933, as amended, pursuant to Rule 506(b) of Regulation D promulgated thereunder. The following Form D filings are required:

State Blue Sky Filings

State notice filings and/or exemption filings are required in the following jurisdictions based on the locations of the Company's principal place of business, the investors' principal offices, and other relevant nexus considerations:

DGCL § 228 Notice

Pursuant to Section 228(e) of the Delaware General Corporation Law, the Company is required to provide prompt notice to all stockholders who did not execute the written consent in lieu of a meeting approving the Bridge Financing. The DGCL § 228 notice is dated January 15, 2024 and will be distributed to all non-consenting stockholders of record.

SECTION 12: GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law: The Note Purchase Agreement, the convertible promissory notes, and all ancillary transaction documents are governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.

Dispute Resolution / Jurisdiction: Each party to the Transaction has agreed to submit to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware, or (ii) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or (iii) the United States District Court for the District of Delaware. Each party has waived any objection to the laying of venue in any such court and any claim that any action brought in any such court has been brought in an inconvenient forum.

SECTION 13: APPROVALS AND SIGNATURES

The undersigned have reviewed the information set forth in this New Matter Intake Form for Matter No. 1009-00001 and hereby approve the opening of this matter and the engagement of the client on the terms described herein.

Responsible Partner Approval

VICTORIA CHAMBERS Partner, White Collar & Investigations Calderwood & Harkness LLP

Signature: ________

Date: ________

Billing Partner Approval

HOWARD QUINN Partner, White Collar & Investigations Calderwood & Harkness LLP

Signature: ________

Date: ________

Department Head / Practice Group Leader Approval

________________________________________

Practice Group Leader, Emerging Companies & Venture Capital Calderwood & Harkness LLP

Signature: ________

Date: ________

Conflicts Committee Approval (if required)

________________________________________

Chair, Conflicts Committee Calderwood & Harkness LLP

Signature: ________

Date: ________

New Business / Intake Department Processing

SECTION 14: NOTES AND SPECIAL INSTRUCTIONS

The following notes and special instructions are recorded for the engagement team and intake processing personnel. All team members should review and acknowledge these items.

1. Engagement Scope Expansion (December 1, 2023). The engagement was originally scoped to cover the drafting, negotiation, and closing of the convertible note bridge financing transaction documents, including the Note Purchase Agreement, the form of Convertible Promissory Note, board and stockholder approvals, the Kelvantis consent/waiver process, and regulatory filings. On December 1, 2023, the engagement scope was expanded pursuant to Amendment No. 1 to the engagement letter to include intellectual property diligence to be performed by Peter Vassiliev (Lead Associate, intellectual Property) and Wendy Schultz (Working Associate, intellectual Property). The scope expansion remains within the existing $275,000 fee cap and does not require an increase in the retainer or an amendment to the fee arrangement.

2. Substantive Team Structure. Substantive corporate and transactional work on this matter is led by Leonard Ashford (Of Counsel, Emerging Companies & Venture Capital) and Nina Reyes (Senior Associate, Emerging Companies & Venture Capital). Mr. Ashford is responsible for overall transaction management, document drafting and negotiation, and supervision of associate work product. Ms. Reyes provides senior associate–level support on all aspects of the transaction, including drafting, diligence, and closing mechanics.

3. Supervisory / Billing Roles. Victoria Chambers (Partner, White Collar & Investigations) and Howard Quinn (Partner, White Collar & Investigations) serve in supervisory and billing administration roles on this matter, respectively. Ms. Chambers is the Responsible Partner and the Supervising Partner for conflicts purposes. Mr. Quinn is the Billing Partner. Neither Ms. Chambers nor Mr. Quinn is expected to perform substantive corporate transactional work on this engagement; their involvement is limited to matter oversight, conflicts supervision, billing review, and client relationship management as required.

4. Day-to-Day Client Contacts. The Company's General Counsel, Priya Ramanathan, is the primary day-to-day point of contact for all legal matters in connection with this engagement. All substantive legal communications, draft documents, and legal advice should be directed to Ms. Ramanathan in the first instance. Marcus Tillman (VP, Corporate Development) is the additional business-side contact for transaction-related matters, including scheduling, data room access, business diligence requests, and coordination with the investor syndicate and third-party service providers. For matters requiring executive-level involvement, the engagement team should coordinate with Arjun Mehta (CEO & Co-Founder) and David Lindstrom (CFO) through Ms. Ramanathan.

5. Investor Counsel Fee Reimbursement. The engagement team should ensure that the Company is aware of its obligation under the Note Purchase Agreement to reimburse Whitfield, Pratt & Soo LLP (investor counsel) for fees and expenses in an amount not to exceed $125,000. The engagement team should coordinate with Ms. Ramanathan and Mr. Lindstrom to ensure timely processing of any investor counsel invoices submitted in connection with the closing.

6. Escrow Coordination. The engagement team should coordinate with Granite Trust Company, N.A. (Angela Petrov, contact) regarding the establishment and administration of Escrow Account No. 4401-7829-SBF, the deposit of investor funds, and the release of funds to Skybridge upon satisfaction of closing conditions. The $7,500 flat escrow fee is the Company's responsibility and should be tracked as a client cost.

END OF NEW MATTER INTAKE FORM — MATTER NO. 1009-00001

Form Version 8.3 (Rev. October 2023) — Calderwood & Harkness LLP — Confidential — For Internal Use Only

Field	Entry
Matter Number	1009-00001
Date Opened	November 6, 2023
Originating Office	New York (600 Lexington Avenue, New York, NY 10022)
Department / Practice Group	Emerging Companies & Venture Capital (ECVC)
Matter Type	Convertible Note Financing (convertiblenotefinancing)
Deal Value	$60,000,000
Status	Active (as of opening date)
Field	Entry
Client Full Legal Name	Skybridge Fintech Ltd.
Client Short Name / Acronym	Skybridge / SBF
Entity Type	Corporation (C-corp)
Jurisdiction of Organization	Delaware
State File Number	6384291
EIN / Tax ID	83-2147605
Date of Incorporation	2017
Principal Business Address	1400 Market Street, Suite 2200, Wilmington, DE 19801
Industry / Sector	Fintech / Software-as-a-Service (SaaS)
Field	Entry
Name	Priya Ramanathan
Title	General Counsel
Phone	________
Email	________
Name	Title	Role on Transaction
Arjun Mehta	CEO & Co-Founder	Executive sponsor; board-level approvals

David Lindstrom	CFO	Financial data, cap table, and closing mechanics
Marcus Tillman	VP, Corporate Development	Day-to-day business-side contact for transaction matters
Matter Number	Description	Status
____	________	____
____	________	____
Role	Name	Practice Group	Timekeeper ID
Responsible Partner	Victoria Chambers	White Collar & Investigations	____
Billing Partner	Howard Quinn	White Collar & Investigations	____
Substantive Corporate Lead	Leonard Ashford (Of Counsel)	Emerging Companies & Venture Capital	____
Senior Associate	Nina Reyes	Emerging Companies & Venture Capital	____
Lead Associate (IP Diligence)	Peter Vassiliev	Intellectual Property	____
Working Associate (IP Diligence)	Wendy Schultz	Intellectual Property	____
Supervising Partner (Conflicts)	Victoria Chambers	White Collar & Investigations	____
Field	Entry
Engagement Letter Date	November 6, 2023
Engagement Letter Amendment(s)	Amendment No. 1 dated December 1, 2023 — Scope expansion to include intellectual property diligence performed by Peter Vassiliev and Wendy Schultz
Fee Arrangement Type	Capped fee
Fee Cap Amount	$275,000 (plus disbursements)
Retainer Amount	$75,000
Retainer Received Date	November 15, 2023
Billing Frequency	Monthly
Billing Rate Schedule	Standard Calderwood & Harkness LLP rate card applicable to this matter, as set forth in the engagement letter dated November 6, 2023
Governing Law of Engagement	State of Delaware
Cost Item	Amount	Payee
Escrow agent fee	$7,500 (flat fee)	Granite Trust Company, N.A.

Term	Detail
Transaction Type	Convertible promissory note bridge financing
Aggregate Principal Amount	$60,000,000
Instrument	Convertible promissory notes
Client's Role	Issuer
Conversion Feature	Detail
Conversion discount	20% discount to the price per share paid by new investors in the Series D (the "Qualified Financing")
Valuation Cap	$750,000,000 pre-money
Cap-Implied Price Per Share	Approximately $15.46 per share ($750,000,000 ÷ 48,500,000 fully diluted shares outstanding)
Field	Entry
Name	Ridgeline Ventures Fund IV, L.P.
Entity Type	Delaware limited partnership
General Partner	Ridgeline Ventures Management IV, LLC
Address	800 Boylston Street, 34th Floor, Boston, MA 02199
Key Contact(s)	Samuel Okonkwo, Partner (Deal Lead); Catherine "Kate" Drummond, Managing Partner
Commitment	$30,000,000 (50.00% of round)
Relationship to Client	Existing investor — affiliate Ridgeline Ventures Fund III, L.P. co-led Series C in July 2021
Field	Entry
Name	Beacon Hill Capital Partners, LLC
Entity Type	Delaware LLC
Address	222 West Adams Street, Suite 3400, Chicago, IL 60606
Key Contact	Joanna Falkner, Managing Director (Deal Lead)
Commitment	$15,000,000 (25.00% of round)
Relationship to Client	Existing Series C investor
Field	Entry

Name	Northstar Innovation Fund II, L.P.
Entity Type	Delaware limited partnership
General Partner	Northstar Innovation GP II, LLC
Address	555 California Street, Suite 4100, San Francisco, CA 94104
Key Contact	Wei-Lin Chang, Managing Partner
Commitment	$10,000,000 (16.67% of round)
Relationship to Client	New investor — no prior investment relationship with the Company
Field	Entry
Name	Halcyon Growth Equity, L.P.
Entity Type	Delaware limited partnership
General Partner	Halcyon Growth Management, LLC
Address	1201 Third Avenue, Suite 5600, Seattle, WA 98101
Key Contact	Robert "Rob" Castillo, Partner (Deal Lead)
Commitment	$5,000,000 (8.33% of round)
Relationship to Client	Series B lead investor
Field	Entry
Firm Name	Whitfield, Pratt & Soo LLP
Address	One Federal Street, 26th Floor, Boston, MA 02110
Lead Partner	Graham Whitfield
Associate	Danielle Kwon
Representing	Ridgeline Ventures Fund IV, L.P. (lead investor) and the investor syndicate
Field	Entry
Name	Kelvantis Lending Corp.
Entity Type	Delaware corporation
Address	350 Park Avenue, 18th Floor, New York, NY 10022

Key Contact	Theodore "Ted" Marsh, Relationship Manager
Role	Holder of existing $15,000,000 venture debt facility pursuant to a Loan and Security Agreement dated August 15, 2022; consent and/or waiver required for subordination of the convertible notes and incurrence of additional indebtedness
Field	Entry
Name	Pinnacle Audit Group LLP
Address	71 South Wacker Drive, Suite 1800, Chicago, IL 60606
Key Contact	Lisa Johannsen, Engagement Partner
Role	Independent auditor for Skybridge Fintech Ltd.; prepared audited financial statements for fiscal year 2022 and reviewed financial statements for Q3 2023
Field	Entry
Name	Atlas Valuation Services, Inc.
Address	2300 Clarendon Blvd., Suite 400, Arlington, VA 22201
Key Contact	Martin Khoury
Role	Prepared the Company's most recent Section 409A valuation report, dated September 15, 2023, establishing a fair market value of $8.42 per share of common stock
Field	Entry
Name	Granite Trust Company, N.A.
Entity Type	National banking association
Address	100 Summer Street, Boston, MA 02110
Key Contact	Angela Petrov
Role	Escrow agent for closing funds
Escrow Account No.	4401-7829-SBF
Fee	$7,500 flat fee, borne by Skybridge Fintech Ltd.
Investor	Round	Entity Type	Participating in Bridge?
Crestpoint Seed Partners, L.P.	Series A	Delaware limited partnership	No
Halcyon Growth Equity, L.P.	Series B (Lead)	Delaware limited partnership	Yes — see Section 6.4
Ridgeline Ventures Fund III, L.P.	Series C (Co-Lead)	Delaware limited partnership	No (affiliate fund Ridgeline Ventures Fund IV, L.P. is Lead Investor — see Section 6.1)
Beacon Hill Capital Partners, LLC	Series C (Co-Lead)	Delaware LLC	Yes — see Section 6.2

Field	Entry
Conflicts Memorandum Date	November 3, 2023
Conflicts Cleared By	________ (Name of conflicts attorney / General Counsel's Office / Conflicts Committee)
Supervising Partner (Conflicts)	Victoria Chambers
Metric	Value
Pre-Bridge Cash on Hand	~$18,500,000
Monthly Burn Rate	~$4,800,000
Pre-Bridge Implied Runway	~3.9 months
Post-Bridge Cash (pro forma)	~$78,500,000 ($18.5M existing + $60.0M Bridge Financing proceeds)
Post-Bridge Implied Runway	~16.4 months
Metric	Value
Annual Recurring Revenue (ARR), Q3 2023	~$78,000,000
Annualized Gross Payment Volume (GPV)	~$4,200,000,000
Net Revenue Retention	128%
Employee Headcount	~310 FTEs
Metric	Value
Fully Diluted Shares Outstanding (pre-bridge)	~48,500,000
Series C Post-Money Valuation (July 2021)	$620,000,000
Last 409A Fair Market Value per Common Share	$8.42 (September 15, 2023, per Atlas Valuation Services, Inc.)
Facility	Amount	Lender	Maturity
Venture Debt Facility	$15,000,000	Kelvantis Lending Corp.	August 15, 2025
Milestone	Target / Actual Date	Status
Engagement opened	November 6, 2023	Completed
Retainer received	November 15, 2023	Completed
Engagement scope expansion (IP diligence)	December 1, 2023	Completed

Term sheet executed	December 4, 2023	Completed
Initial drafts circulated (NPA and form of Note)	December 11, 2023	Completed
Board approval (Board of Directors)	January 10, 2024	Completed
Stockholder consent delivered (DGCL § 228 written consent)	January 12, 2024	Completed
Kelvantis waiver/consent received	January 12, 2024	Completed
NPA signing / Initial Closing ($45,000,000)	January 15, 2024	Completed
Final Closing ($15,000,000)	January 26, 2024	Target
SEC Form D filing (Initial Closing)	January 16, 2024	Target
SEC Form D amendment filing (Final Closing)	January 29, 2024	Target
State blue sky filings	January–February 2024	Target
DGCL § 228 notice to non-consenting stockholders	January 15, 2024	Target
Maturity Date	January 15, 2026	—
Investor	Amount	% of Round
Ridgeline Ventures Fund IV, L.P.	$30,000,000	50.00%
Beacon Hill Capital Partners, LLC	$10,000,000	16.67%
Halcyon Growth Equity, L.P.	$5,000,000	8.33%
Initial Closing Total	$45,000,000	75.00%
Investor	Amount	% of Round
Beacon Hill Capital Partners, LLC (remaining commitment)	$5,000,000	8.33%
Northstar Innovation Fund II, L.P.	$10,000,000	16.67%
Final Closing Total	$15,000,000	25.00%

Amount

Initial Closing	$45,000,000
Final Closing	$15,000,000
Total Bridge Financing	$60,000,000
Filing	Date	Status
Form D (Initial Closing — $45,000,000)	Filed January 16, 2024	____
Form D Amendment (Final Closing — $15,000,000)	Filed January 29, 2024	____
State	Filing Requirement	Status
Delaware	Notice filing	____
Massachusetts	Notice filing	____
Illinois	Notice filing	____
California	Notice filing	____
Washington	Notice filing	____
Field	Entry
Receipt Stamp	________
Processed By	________
Date Entered into System	________
System Confirmation No.	________

CALDERWOOD & HARKNESS LLP
Counselors at Law
NEW MATTER INTAKE FORM
Form Version 8.3 (Rev. October 2023)
CONFIDENTIAL — FOR INTERNAL USE ONLY. This form and all information contained herein are subject to the firm's confidentiality policies and are intended solely for use by authorized personnel of Calderwood & Harkness LLP in connection with new matter intake, conflicts clearance, and engagement administration. Do not distribute externally.
SECTION 1: MATTER IDENTIFICATION
Matter Description:
Representation of Skybridge Fintech Ltd. ("Skybridge" or the "Company"), a Delaware C-corporation, as issuer in a $60,000,000 convertible promissory note bridge financing (the "Bridge Financing" or the "Transaction"). The Bridge Financing is being conducted in advance of a planned Series D equity financing round anticipated to occur in Q3–Q4 2024. The convertible notes will be issued to a syndicate of existing and new investors led by Ridgeline Ventures Fund IV, L.P. The Transaction is expected to close in one or more closings pursuant to a Note Purchase Agreement.
SECTION 2: CLIENT INFORMATION
Business Description:
Skybridge Fintech Ltd. operates a cloud-based payments orchestration and embedded lending platform designed to serve mid-market e-commerce companies. The Company's platform enables merchants to integrate multiple payment methods, optimize payment routing, and offer embedded lending products to their end customers. As of the third quarter of 2023, the Company reports approximately $4.2 billion in annualized gross payment volume ("GPV") processed through its platform and approximately $78 million in annual recurring revenue ("ARR"). The Company's customer base is concentrated in the mid-market e-commerce segment, and the platform is offered on a subscription SaaS basis with volume-based transaction fees.
Primary Client Contact:
Additional Client Contacts:
Existing Client?
•  [  ] Yes — Prior engagement(s) with Calderwood & Harkness LLP
•  [  ] No — New client relationship
Prior Matter Numbers (if any):
SECTION 3: ENGAGEMENT TEAM
The following attorneys and timekeepers have been assigned to this matter. All timekeepers listed below are authorized to bill time to Matter No. 1009-00001 and have been cleared through the firm's conflicts process.
Team Structure Notes:
Victoria Chambers serves as the Responsible Partner and supervising partner for conflicts purposes on this engagement. Howard Quinn serves as the Billing Partner. Both Ms. Chambers and Mr. Quinn are members of the firm's White Collar & Investigations practice group and serve in supervisory and billing administration roles on this matter. Substantive corporate and transactional work, including the drafting and negotiation of the Note Purchase Agreement and related transaction documents, is led by Leonard Ashford (Of Counsel, ECVC) and Nina Reyes (Senior Associate, ECVC). Intellectual property diligence work is led by Peter Vassiliev (Lead Associate, IP) with assistance from Wendy Schultz (Working Associate, IP), pursuant to the engagement scope expansion dated December 1, 2023.
Additional timekeepers may be added to this matter as needed, subject to approval by the Responsible Partner and entry into the firm's time and billing system by the New Business / Intake Department.
SECTION 4: ENGAGEMENT TERMS & FEE ARRANGEMENTS
Fee Cap Details:
The firm's fees for this engagement are subject to a cap of $275,000, exclusive of disbursements and third-party costs. The fee cap applies to all legal services rendered in connection with the Bridge Financing, including (i) the drafting, negotiation, and finalization of the Note Purchase Agreement and ancillary transaction documents, (ii) board and stockholder consent documentation, (iii) the Kelvantis waiver/consent process, (iv) regulatory filings (SEC Form D, state blue sky filings, DGCL § 228 notice), (v) closing mechanics and funds flow coordination, and (vi) intellectual property diligence (added by Amendment No. 1). All fees are billed monthly against the retainer and subject to the cap.
Investor Counsel Reimbursement:
Pursuant to the terms of the Note Purchase Agreement, Skybridge Fintech Ltd. is responsible for reimbursing the legal fees and expenses of investor counsel, Whitfield, Pratt & Soo LLP, in an amount not to exceed $125,000. This obligation is a contractual commitment of the Company under the Note Purchase Agreement and is separate from and in addition to the fees payable to Calderwood & Harkness LLP.
Other Third-Party Costs Borne by Client:
All third-party costs, disbursements, and out-of-pocket expenses incurred in connection with this matter are the responsibility of the client and are billed at cost, without markup, unless otherwise specified in the engagement letter.
SECTION 5: MATTER DETAILS — TRANSACTION SUMMARY
This section sets forth a summary of the principal terms of the Bridge Financing for internal reference purposes. All terms are subject to the definitive documentation, including the Note Purchase Agreement and the form of Convertible Promissory Note.
Interest Rate and Accrual
The convertible promissory notes bear interest at a rate of 6.00% per annum (600 basis points), calculated on the basis of simple interest using a 365-day year. On the full principal amount of $60,000,000, this yields annual interest of $3,600,000. Interest accrues from the applicable closing date and is payable at maturity or upon conversion, as applicable.
Maturity.  The notes mature 24 months from the date of the Initial Closing. Based on the Initial Closing date of January 15, 2024, the maturity date is January 15, 2026. At maturity, unless previously converted or prepaid, the outstanding principal balance plus all accrued and unpaid interest becomes due and payable.
Conversion Terms.  
The notes will convert into shares of preferred stock issued in the Qualified Financing at the lower of (i) the price per share reflecting a 20% discount to the Series D price per share and (ii) the price per share implied by the $750,000,000 pre-money valuation cap, calculated on a fully diluted basis using the Company's then-current capitalization.
Qualified Financing Trigger
The term "Qualified Financing" is defined as a Series D equity financing in which the Company raises at least $80,000,000 in new equity capital (exclusive of any amounts raised through conversion of the notes). Upon the occurrence of a Qualified Financing, the notes will automatically convert into the same class and series of preferred stock issued to new investors in the Qualified Financing, at the applicable conversion price.
Change of Control
In the event of a Change of Control (as defined in the Note Purchase Agreement), the noteholders are entitled to receive a payment equal to 2.0x the outstanding principal amount plus all accrued and unpaid interest on the notes. The Change of Control provision is designed to protect the noteholders' investment in the event of an acquisition or similar transaction occurring prior to a Qualified Financing.
Most Favored Nation (MFN) Provision
The notes contain a most favored nation provision pursuant to which, if the Company issues any subsequent convertible note or simple agreement for future equity ("SAFE") on terms more favorable than those set forth in the notes (including without limitation a lower valuation cap, greater conversion discount, or more favorable interest rate), the noteholders shall be entitled to adjustment rights to incorporate such more favorable terms into their existing notes.
Subordination.  The notes are subordinated to the Company's existing $15,000,000 venture debt facility with Kelvantis Lending Corp. (the "Kelvantis Facility"). The Kelvantis Facility was entered into pursuant to a Loan and Security Agreement dated August 15, 2022. The issuance of the convertible notes requires the consent and/or waiver of Kelvantis Lending Corp. under the existing Loan and Security Agreement with respect to (i) the subordination of the notes to the Kelvantis Facility and (ii) the incurrence of additional indebtedness by the Company.
Planned Next Equity Round
The Company anticipates conducting a Series D equity financing round in Q3–Q4 2024. The Bridge Financing is intended to provide the Company with additional runway to reach key business milestones in advance of the Series D.
SECTION 6: COUNTERPARTIES AND OTHER PARTIES
6.1 Lead Investor
6.2 Co-Investor
6.3 New Investor
6.4 Existing Investor (Participating in Bridge)
6.5 Investor Counsel
6.6 Existing Lender (Consent Party)
6.7 Company Auditor
6.8 409A Valuation Provider
6.9 Escrow Agent
6.10 Historical Investors (Not Participating in Bridge — For Conflict Check Reference)
The following parties are historical investors in the Company and are listed here for conflicts clearance purposes. These parties are not participating in the Bridge Financing.
SECTION 7: CONFLICTS CHECK REFERENCE
Parties Checked:
The following parties and their known affiliates were run through the firm's conflicts database as of the date of the Conflicts Memorandum:
1.  Skybridge Fintech Ltd.
2.  Ridgeline Ventures Fund IV, L.P., including affiliates Ridgeline Ventures Management IV, LLC and Ridgeline Ventures Fund III, L.P.
3.  Beacon Hill Capital Partners, LLC
4.  Northstar Innovation Fund II, L.P., including affiliate Northstar Innovation GP II, LLC
5.  Halcyon Growth Equity, L.P., including affiliate Halcyon Growth Management, LLC
6.  Kelvantis Lending Corp.
7.  Crestpoint Seed Partners, L.P.
8.  Whitfield, Pratt & Soo LLP
9.  Pinnacle Audit Group LLP
10.  Atlas Valuation Services, Inc.
11.  Granite Trust Company, N.A.
Conflicts Identified:
________________________________________
________________________________________
________________________________________
Conflicts Resolution / Waiver (if applicable):
________________________________________
________________________________________
________________________________________
SECTION 8: KEY COMPANY FINANCIAL DATA (FOR INTERNAL REFERENCE)
The financial information set forth in this section has been provided by the client for internal reference purposes only. It has not been independently verified by Calderwood & Harkness LLP and should not be relied upon for any purpose other than internal matter administration and context. All figures are approximate and presented as of the dates indicated.
Cash Position and Runway
Revenue and Business Metrics
Capitalization and Valuation
Outstanding Indebtedness.  
SECTION 9: KEY MILESTONES AND TIMELINE
The following table sets forth the key milestones and target or actual dates for the Bridge Financing. Dates marked as "Actual" reflect completed events; dates marked as "Target" reflect anticipated dates as of the matter opening and are subject to change.
SECTION 10: CLOSING MECHANICS (SUMMARY)
Initial Closing — January 15, 2024
The Initial Closing is scheduled for January 15, 2024, with an aggregate funding amount of $45,000,000. The following investors are participating in the Initial Closing:
Final Closing — January 26, 2024
The Final Closing is scheduled for January 26, 2024, with an aggregate funding amount of $15,000,000. The following investors are participating in the Final Closing:
Escrow Arrangements.  All closing funds shall be deposited by the investors into the escrow account maintained by Granite Trust Company, N.A. (Escrow Account No. 4401-7829-SBF) and shall be released to Skybridge Fintech Ltd. upon satisfaction of all applicable closing conditions as set forth in the Note Purchase Agreement. The escrow agent's flat fee of $7,500 is borne by the Company.
Aggregate Round Summary
SECTION 11: REGULATORY FILINGS
SEC Form D — Regulation D, Rule 506(b)
The issuance of the convertible promissory notes constitutes a private offering exempt from registration under the Securities Act of 1933, as amended, pursuant to Rule 506(b) of Regulation D promulgated thereunder. The following Form D filings are required:
State Blue Sky Filings
State notice filings and/or exemption filings are required in the following jurisdictions based on the locations of the Company's principal place of business, the investors' principal offices, and other relevant nexus considerations:
DGCL § 228 Notice
Pursuant to Section 228(e) of the Delaware General Corporation Law, the Company is required to provide prompt notice to all stockholders who did not execute the written consent in lieu of a meeting approving the Bridge Financing. The DGCL § 228 notice is dated January 15, 2024 and will be distributed to all non-consenting stockholders of record.
SECTION 12: GOVERNING LAW AND DISPUTE RESOLUTION
Governing Law: The Note Purchase Agreement, the convertible promissory notes, and all ancillary transaction documents are governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of law that would result in the application of the laws of any other jurisdiction.
Dispute Resolution / Jurisdiction: Each party to the Transaction has agreed to submit to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware, or (ii) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any particular matter, the Superior Court of the State of Delaware, or (iii) the United States District Court for the District of Delaware. Each party has waived any objection to the laying of venue in any such court and any claim that any action brought in any such court has been brought in an inconvenient forum.
SECTION 13: APPROVALS AND SIGNATURES
The undersigned have reviewed the information set forth in this New Matter Intake Form for Matter No. 1009-00001 and hereby approve the opening of this matter and the engagement of the client on the terms described herein.
Responsible Partner Approval
VICTORIA CHAMBERS Partner, White Collar & Investigations Calderwood & Harkness LLP
Signature: ________
Date: ________
Billing Partner Approval
HOWARD QUINN Partner, White Collar & Investigations Calderwood & Harkness LLP
Signature: ________
Date: ________
Department Head / Practice Group Leader Approval
________________________________________
Practice Group Leader, Emerging Companies & Venture Capital Calderwood & Harkness LLP
Signature: ________
Date: ________
Conflicts Committee Approval (if required)
________________________________________
Chair, Conflicts Committee Calderwood & Harkness LLP
Signature: ________
Date: ________
New Business / Intake Department Processing
SECTION 14: NOTES AND SPECIAL INSTRUCTIONS
The following notes and special instructions are recorded for the engagement team and intake processing personnel. All team members should review and acknowledge these items.
1.  Engagement Scope Expansion (December 1, 2023). The engagement was originally scoped to cover the drafting, negotiation, and closing of the convertible note bridge financing transaction documents, including the Note Purchase Agreement, the form of Convertible Promissory Note, board and stockholder approvals, the Kelvantis consent/waiver process, and regulatory filings. On December 1, 2023, the engagement scope was expanded pursuant to Amendment No. 1 to the engagement letter to include intellectual property diligence to be performed by Peter Vassiliev (Lead Associate, intellectual Property) and Wendy Schultz (Working Associate, intellectual Property). The scope expansion remains within the existing $275,000 fee cap and does not require an increase in the retainer or an amendment to the fee arrangement.
2.  Substantive Team Structure. Substantive corporate and transactional work on this matter is led by Leonard Ashford (Of Counsel, Emerging Companies & Venture Capital) and Nina Reyes (Senior Associate, Emerging Companies & Venture Capital). Mr. Ashford is responsible for overall transaction management, document drafting and negotiation, and supervision of associate work product. Ms. Reyes provides senior associate–level support on all aspects of the transaction, including drafting, diligence, and closing mechanics.
3.  Supervisory / Billing Roles. Victoria Chambers (Partner, White Collar & Investigations) and Howard Quinn (Partner, White Collar & Investigations) serve in supervisory and billing administration roles on this matter, respectively. Ms. Chambers is the Responsible Partner and the Supervising Partner for conflicts purposes. Mr. Quinn is the Billing Partner. Neither Ms. Chambers nor Mr. Quinn is expected to perform substantive corporate transactional work on this engagement; their involvement is limited to matter oversight, conflicts supervision, billing review, and client relationship management as required.
4.  Day-to-Day Client Contacts. The Company's General Counsel, Priya Ramanathan, is the primary day-to-day point of contact for all legal matters in connection with this engagement. All substantive legal communications, draft documents, and legal advice should be directed to Ms. Ramanathan in the first instance. Marcus Tillman (VP, Corporate Development) is the additional business-side contact for transaction-related matters, including scheduling, data room access, business diligence requests, and coordination with the investor syndicate and third-party service providers. For matters requiring executive-level involvement, the engagement team should coordinate with Arjun Mehta (CEO & Co-Founder) and David Lindstrom (CFO) through Ms. Ramanathan.
5.  Investor Counsel Fee Reimbursement. The engagement team should ensure that the Company is aware of its obligation under the Note Purchase Agreement to reimburse Whitfield, Pratt & Soo LLP (investor counsel) for fees and expenses in an amount not to exceed $125,000. The engagement team should coordinate with Ms. Ramanathan and Mr. Lindstrom to ensure timely processing of any investor counsel invoices submitted in connection with the closing.
6.  Escrow Coordination. The engagement team should coordinate with Granite Trust Company, N.A. (Angela Petrov, contact) regarding the establishment and administration of Escrow Account No. 4401-7829-SBF, the deposit of investor funds, and the release of funds to Skybridge upon satisfaction of closing conditions. The $7,500 flat escrow fee is the Company's responsibility and should be tracked as a client cost.
END OF NEW MATTER INTAKE FORM — MATTER NO. 1009-00001
Form Version 8.3 (Rev. October 2023) — Calderwood & Harkness LLP — Confidential — For Internal Use Only
Field | Entry
Matter Number | 1009-00001
Date Opened | November 6, 2023
Originating Office | New York (600 Lexington Avenue, New York, NY 10022)
Department / Practice Group | Emerging Companies & Venture Capital (ECVC)
Matter Type | Convertible Note Financing (convertiblenotefinancing)
Deal Value | $60,000,000
Status | Active (as of opening date)
Field | Entry
Client Full Legal Name | Skybridge Fintech Ltd.
Client Short Name / Acronym | Skybridge / SBF
Entity Type | Corporation (C-corp)
Jurisdiction of Organization | Delaware
State File Number | 6384291
EIN / Tax ID | 83-2147605
Date of Incorporation | 2017
Principal Business Address | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Industry / Sector | Fintech / Software-as-a-Service (SaaS)
Field | Entry
Name | Priya Ramanathan
Title | General Counsel
Phone | ________
Email | ________
Name | Title | Role on Transaction
Arjun Mehta | CEO & Co-Founder | Executive sponsor; board-level approvals
David Lindstrom | CFO | Financial data, cap table, and closing mechanics
Marcus Tillman | VP, Corporate Development | Day-to-day business-side contact for transaction matters
Matter Number | Description | Status
____ | ________ | ____
____ | ________ | ____
Role | Name | Practice Group | Timekeeper ID
Responsible Partner | Victoria Chambers | White Collar & Investigations | ____
Billing Partner | Howard Quinn | White Collar & Investigations | ____
Substantive Corporate Lead | Leonard Ashford (Of Counsel) | Emerging Companies & Venture Capital | ____
Senior Associate | Nina Reyes | Emerging Companies & Venture Capital | ____
Lead Associate (IP Diligence) | Peter Vassiliev | Intellectual Property | ____
Working Associate (IP Diligence) | Wendy Schultz | Intellectual Property | ____
Supervising Partner (Conflicts) | Victoria Chambers | White Collar & Investigations | ____
Field | Entry
Engagement Letter Date | November 6, 2023
Engagement Letter Amendment(s) | Amendment No. 1 dated December 1, 2023 — Scope expansion to include intellectual property diligence performed by Peter Vassiliev and Wendy Schultz
Fee Arrangement Type | Capped fee
Fee Cap Amount | $275,000 (plus disbursements)
Retainer Amount | $75,000
Retainer Received Date | November 15, 2023
Billing Frequency | Monthly
Billing Rate Schedule | Standard Calderwood & Harkness LLP rate card applicable to this matter, as set forth in the engagement letter dated November 6, 2023
Governing Law of Engagement | State of Delaware
Cost Item | Amount | Payee
Escrow agent fee | $7,500 (flat fee) | Granite Trust Company, N.A.
Term | Detail
Transaction Type | Convertible promissory note bridge financing
Aggregate Principal Amount | $60,000,000
Instrument | Convertible promissory notes
Client's Role | Issuer
Conversion Feature | Detail
Conversion discount | 20% discount to the price per share paid by new investors in the Series D (the "Qualified Financing")
Valuation Cap | $750,000,000 pre-money
Cap-Implied Price Per Share | Approximately $15.46 per share ($750,000,000 ÷ 48,500,000 fully diluted shares outstanding)
Field | Entry
Name | Ridgeline Ventures Fund IV, L.P.
Entity Type | Delaware limited partnership
General Partner | Ridgeline Ventures Management IV, LLC
Address | 800 Boylston Street, 34th Floor, Boston, MA 02199
Key Contact(s) | Samuel Okonkwo, Partner (Deal Lead); Catherine "Kate" Drummond, Managing Partner
Commitment | $30,000,000 (50.00% of round)
Relationship to Client | Existing investor — affiliate Ridgeline Ventures Fund III, L.P. co-led Series C in July 2021
Field | Entry
Name | Beacon Hill Capital Partners, LLC
Entity Type | Delaware LLC
Address | 222 West Adams Street, Suite 3400, Chicago, IL 60606
Key Contact | Joanna Falkner, Managing Director (Deal Lead)
Commitment | $15,000,000 (25.00% of round)
Relationship to Client | Existing Series C investor
Field | Entry
Name | Northstar Innovation Fund II, L.P.
Entity Type | Delaware limited partnership
General Partner | Northstar Innovation GP II, LLC
Address | 555 California Street, Suite 4100, San Francisco, CA 94104
Key Contact | Wei-Lin Chang, Managing Partner
Commitment | $10,000,000 (16.67% of round)
Relationship to Client | New investor — no prior investment relationship with the Company
Field | Entry
Name | Halcyon Growth Equity, L.P.
Entity Type | Delaware limited partnership
General Partner | Halcyon Growth Management, LLC
Address | 1201 Third Avenue, Suite 5600, Seattle, WA 98101
Key Contact | Robert "Rob" Castillo, Partner (Deal Lead)
Commitment | $5,000,000 (8.33% of round)
Relationship to Client | Series B lead investor
Field | Entry
Firm Name | Whitfield, Pratt & Soo LLP
Address | One Federal Street, 26th Floor, Boston, MA 02110
Lead Partner | Graham Whitfield
Associate | Danielle Kwon
Representing | Ridgeline Ventures Fund IV, L.P. (lead investor) and the investor syndicate
Field | Entry
Name | Kelvantis Lending Corp.
Entity Type | Delaware corporation
Address | 350 Park Avenue, 18th Floor, New York, NY 10022
Key Contact | Theodore "Ted" Marsh, Relationship Manager
Role | Holder of existing $15,000,000 venture debt facility pursuant to a Loan and Security Agreement dated August 15, 2022; consent and/or waiver required for subordination of the convertible notes and incurrence of additional indebtedness
Field | Entry
Name | Pinnacle Audit Group LLP
Address | 71 South Wacker Drive, Suite 1800, Chicago, IL 60606
Key Contact | Lisa Johannsen, Engagement Partner
Role | Independent auditor for Skybridge Fintech Ltd.; prepared audited financial statements for fiscal year 2022 and reviewed financial statements for Q3 2023
Field | Entry
Name | Atlas Valuation Services, Inc.
Address | 2300 Clarendon Blvd., Suite 400, Arlington, VA 22201
Key Contact | Martin Khoury
Role | Prepared the Company's most recent Section 409A valuation report, dated September 15, 2023, establishing a fair market value of $8.42 per share of common stock
Field | Entry
Name | Granite Trust Company, N.A.
Entity Type | National banking association
Address | 100 Summer Street, Boston, MA 02110
Key Contact | Angela Petrov
Role | Escrow agent for closing funds
Escrow Account No. | 4401-7829-SBF
Fee | $7,500 flat fee, borne by Skybridge Fintech Ltd.
Investor | Round | Entity Type | Participating in Bridge?
Crestpoint Seed Partners, L.P. | Series A | Delaware limited partnership | No
Halcyon Growth Equity, L.P. | Series B (Lead) | Delaware limited partnership | Yes — see Section 6.4
Ridgeline Ventures Fund III, L.P. | Series C (Co-Lead) | Delaware limited partnership | No (affiliate fund Ridgeline Ventures Fund IV, L.P. is Lead Investor — see Section 6.1)
Beacon Hill Capital Partners, LLC | Series C (Co-Lead) | Delaware LLC | Yes — see Section 6.2
Field | Entry
Conflicts Memorandum Date | November 3, 2023
Conflicts Cleared By | ________ (Name of conflicts attorney / General Counsel's Office / Conflicts Committee)
Supervising Partner (Conflicts) | Victoria Chambers
Metric | Value
Pre-Bridge Cash on Hand | ~$18,500,000
Monthly Burn Rate | ~$4,800,000
Pre-Bridge Implied Runway | ~3.9 months
Post-Bridge Cash (pro forma) | ~$78,500,000 ($18.5M existing + $60.0M Bridge Financing proceeds)
Post-Bridge Implied Runway | ~16.4 months
Metric | Value
Annual Recurring Revenue (ARR), Q3 2023 | ~$78,000,000
Annualized Gross Payment Volume (GPV) | ~$4,200,000,000
Net Revenue Retention | 128%
Employee Headcount | ~310 FTEs
Metric | Value
Fully Diluted Shares Outstanding (pre-bridge) | ~48,500,000
Series C Post-Money Valuation (July 2021) | $620,000,000
Last 409A Fair Market Value per Common Share | $8.42 (September 15, 2023, per Atlas Valuation Services, Inc.)
Facility | Amount | Lender | Maturity
Venture Debt Facility | $15,000,000 | Kelvantis Lending Corp. | August 15, 2025
Milestone | Target / Actual Date | Status
Engagement opened | November 6, 2023 | Completed
Retainer received | November 15, 2023 | Completed
Engagement scope expansion (IP diligence) | December 1, 2023 | Completed
Term sheet executed | December 4, 2023 | Completed
Initial drafts circulated (NPA and form of Note) | December 11, 2023 | Completed
Board approval (Board of Directors) | January 10, 2024 | Completed
Stockholder consent delivered (DGCL § 228 written consent) | January 12, 2024 | Completed
Kelvantis waiver/consent received | January 12, 2024 | Completed
NPA signing / Initial Closing ($45,000,000) | January 15, 2024 | Completed
Final Closing ($15,000,000) | January 26, 2024 | Target
SEC Form D filing (Initial Closing) | January 16, 2024 | Target
SEC Form D amendment filing (Final Closing) | January 29, 2024 | Target
State blue sky filings | January–February 2024 | Target
DGCL § 228 notice to non-consenting stockholders | January 15, 2024 | Target
Maturity Date | January 15, 2026 | —
Investor | Amount | % of Round
Ridgeline Ventures Fund IV, L.P. | $30,000,000 | 50.00%
Beacon Hill Capital Partners, LLC | $10,000,000 | 16.67%
Halcyon Growth Equity, L.P. | $5,000,000 | 8.33%
Initial Closing Total | $45,000,000 | 75.00%
Investor | Amount | % of Round
Beacon Hill Capital Partners, LLC (remaining commitment) | $5,000,000 | 8.33%
Northstar Innovation Fund II, L.P. | $10,000,000 | 16.67%
Final Closing Total | $15,000,000 | 25.00%
Amount
Initial Closing | $45,000,000
Final Closing | $15,000,000
Total Bridge Financing | $60,000,000
Filing | Date | Status
Form D (Initial Closing — $45,000,000) | Filed January 16, 2024 | ____
Form D Amendment (Final Closing — $15,000,000) | Filed January 29, 2024 | ____
State | Filing Requirement | Status
Delaware | Notice filing | ____
Massachusetts | Notice filing | ____
Illinois | Notice filing | ____
California | Notice filing | ____
Washington | Notice filing | ____
Field | Entry
Receipt Stamp | ________
Processed By | ________
Date Entered into System | ________
System Confirmation No. | ________

CALDERWOOD & HARKNESS LLP

NEW MATTER INTAKE FORM

SECTION 1: MATTER IDENTIFICATION

SECTION 2: CLIENT INFORMATION

SECTION 3: ENGAGEMENT TEAM

SECTION 4: ENGAGEMENT TERMS & FEE ARRANGEMENTS

SECTION 6: COUNTERPARTIES AND OTHER PARTIES

SECTION 7: CONFLICTS CHECK REFERENCE

SECTION 8: KEY COMPANY FINANCIAL DATA (FOR INTERNAL REFERENCE)

SECTION 9: KEY MILESTONES AND TIMELINE

SECTION 10: CLOSING MECHANICS (SUMMARY)

SECTION 11: REGULATORY FILINGS

SECTION 12: GOVERNING LAW AND DISPUTE RESOLUTION

SECTION 13: APPROVALS AND SIGNATURES

SECTION 14: NOTES AND SPECIAL INSTRUCTIONS

Record

Parties

Dates

Amounts