UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
AMENDMENT.
OMB APPROVAL — OMB Number: 3235-0076 — Estimated average burden hours per response: 4.00
Filing Type: AMENDMENT (to previously filed Form D — New Notice)
Date of Filing: January 29, 2024
SEC File Number: 021-12847361 (assigned upon original Form D filing dated January 16, 2024)
CIK Number: 0001948273
Date of Original Filing: January 16, 2024
This filing constitutes an amendment to the Form D — Notice of Exempt Offering of Securities originally filed by Skybridge Fintech Ltd. with the U.S. Securities and Exchange Commission on January 16, 2024 (the "Original Filing"). This amendment is being filed to report the completion of the offering following the Final Closing on January 26, 2024, and to update certain information previously reported in the Original Filing, as more fully described herein.
ITEM 1. ISSUER'S IDENTITY
Name of Issuer: Skybridge Fintech Ltd.
Jurisdiction of Incorporation/Organization: Delaware
Year of Incorporation/Organization: 2017
Entity Type: Corporation
IRS Employer Identification Number (EIN): 83-2147605
CIK Number: 0001948273
Address of Principal Place of Business:
1400 Market Street, Suite 2200 Wilmington, Delaware 19801 United States
Phone Number: (302) 555-8140
The Issuer was incorporated under the laws of the State of Delaware in 2017 and maintains its principal executive offices at the address set forth above. The Issuer has not changed its name, jurisdiction of organization, or principal place of business since the date of the Original Filing.
ITEM 2. PRINCIPAL PLACE OF BUSINESS AND CONTACT INFORMATION
Principal Place of Business:
1400 Market Street, Suite 2200 Wilmington, Delaware 19801 United States
Issuer Contact:
Priya Ramanathan General Counsel Skybridge Fintech Ltd. 1400 Market Street, Suite 2200 Wilmington, Delaware 19801
Phone: (302) 555-8140
All correspondence and communications regarding this filing should be directed to the Issuer Contact identified above, or to Calderwood & Harkness LLP, counsel to the Issuer, at the address set forth in Item 15 below.
ITEM 3. RELATED PERSONS
Executive Officers and Directors:
The following persons are executive officers and/or directors of the Issuer and are therefore "related persons" within the meaning of Form D:
1. Arjun Mehta — Chief Executive Officer & Co-Founder, Director
Address: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801
Relationship to Issuer: Executive Officer, Director
Mr. Mehta has served as the Chief Executive Officer and a member of the Board of Directors of the Issuer since its founding in 2017. Mr. Mehta is a co-founder of the Issuer.
2. Elena Vasquez — Chief Technology Officer & Co-Founder, Director
Address: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801
Relationship to Issuer: Executive Officer, Director
Ms. Vasquez has served as the Chief Technology Officer and a member of the Board of Directors of the Issuer since its founding in 2017. Ms. Vasquez is a co-founder of the Issuer.
3. David Lindstrom — Chief Financial Officer
Address: 1400 Market Street, Suite 2200, Wilmington, Delaware 19801
Relationship to Issuer: Executive Officer
Mr. Lindstrom has served as the Chief Financial Officer of the Issuer since 2021. Mr. Lindstrom is not a member of the Board of Directors.
Promoters: None. No promoters were involved in connection with the organization of the Issuer or in connection with this offering.
ITEM 4. INDUSTRY GROUP
Industry Group: Technology
Sub-Group / Classification: Financial Technology (Fintech) / Software-as-a-Service (SaaS)
Technology
Additional Description: The Issuer develops and operates a cloud-based payments orchestration and embedded lending platform. The Issuer's platform enables enterprise clients to integrate payment processing, multi-lender credit decisioning, and loan servicing capabilities directly into their own digital products and workflows through a suite of APIs and configurable software modules. The Issuer operates on a Software-as-a-Service (SaaS) model, generating revenue primarily through recurring subscription fees and transaction-based pricing.
ITEM 5. ISSUER SIZE
Revenue Range: $50,000,000 – $100,000,000
The Issuer is an operating company. The revenue range indicated above reflects the Issuer's annualized recurring revenue ("ARR") of approximately $78,000,000 as of the third fiscal quarter ended September 30, 2023, which is the most recent period for which financial information was available as of the date of this filing. The Issuer is not an investment fund and does not report aggregate net asset value; accordingly, the aggregate net asset value field is not applicable.
ITEM 6. FEDERAL EXEMPTION(S) AND EXCLUSION(S) CLAIMED
The Issuer claims the following federal exemption(s) from registration under the Securities Act of 1933, as amended (the "Securities Act"):
Rule 506(b) of Regulation D promulgated under the Securities Act
Rule 506(c) of Regulation D
Rule 504 of Regulation D
Section 4(a)(5) of the Securities Act
Section 4(a)(2) of the Securities Act
The Issuer is relying on Rule 506(b) of Regulation D and Section 4(a)(2) of the Securities Act as the basis for the exemption from registration claimed with respect to the securities offered and sold in this offering. No general solicitation or general advertising (within the meaning of Rule 502(c) of Regulation D) was used by the Issuer or any person acting on its behalf in connection with the offer or sale of the securities described in this notice. All offers and sales were made to persons with whom the Issuer or its executive officers had a pre-existing, substantive relationship. The Issuer has not claimed any exclusion under Section 3(b) or Section 3(c) of the Investment Company Act of 1940, as amended, or any other exclusion.
ITEM 7. TYPE OF FILING
New Notice or Amendment: Amendment
This filing is an amendment to the Original Filing (Form D — New Notice) filed with the Commission on January 16, 2024, bearing SEC File Number 021-12847361. The purpose of this amendment is to report the Final Closing that occurred on January 26, 2024, update the total offering amount and total amount sold, add a new investor, update an existing investor's commitment, and reflect the completion of the offering.
Date of First Sale in this Offering: January 15, 2024
The date of first sale corresponds to the Initial Closing of the offering, at which convertible promissory notes in the aggregate principal amount of $45,000,000 were issued to three accredited investors. This date was reported in the Original Filing and remains unchanged.
ITEM 8. DURATION OF OFFERING
Does the Issuer intend this offering to last more than one year? Yes No
The offering consisted of two closings conducted within a period of eleven (11) calendar days:
(a) Initial Closing: January 15, 2024 — aggregate principal amount of convertible promissory notes issued: $45,000,000.
(b) Final Closing: January 26, 2024 — aggregate principal amount of convertible promissory notes issued: $15,000,000.
The offering is now complete. No additional closings are anticipated, and no additional securities will be offered or sold pursuant to this offering. The total aggregate principal amount of convertible promissory notes issued in the offering is $60,000,000.
ITEM 9. TYPE(S) OF SECURITIES OFFERED
Type of Security: Debt — Convertible Promissory Notes
Is this equity, debt, or other? Debt (convertible into equity upon the occurrence of specified conversion events).
Description of Securities:
The securities offered and sold in this offering are convertible promissory notes (each, a "Note" and collectively, the "Notes") issued by the Issuer pursuant to a Convertible Note Purchase Agreement dated as of January 15, 2024 (as amended by the First Amendment to Convertible Note Purchase Agreement dated as of January 26, 2024, the "Note Purchase Agreement"). The material terms of the Notes are as follows:
Interest Rate: 6.00% per annum (600 basis points), computed as simple interest on the basis of a 365-day year for the actual number of days elapsed.
Maturity Date: January 15, 2026, which is twenty-four (24) months from the date of the Initial Closing (the "Maturity Date"). Unless earlier converted or repaid, the outstanding principal amount of each Note, together with all accrued and unpaid interest thereon, shall be due and payable on the Maturity Date.
Automatic Conversion — Qualified Financing: The outstanding principal amount of each Note, together with all accrued and unpaid interest thereon, shall automatically convert into shares of the equity securities issued in a Qualified Financing. For purposes of the Notes, a "Qualified Financing" means the next equity financing of the Issuer in which the Issuer raises aggregate gross proceeds of at least $80,000,000 in new equity capital (excluding any amounts converted from the Notes) (the Issuer's planned Series D equity financing round). The conversion price per share shall be equal to the lower of:
(i) a 20% discount to the price per share paid by the other investors in the Qualified Financing (i.e., 80% of the Series D price per share); or
(ii) the price per share implied by a pre-money valuation of $750,000,000 on a fully diluted basis (the "Valuation Cap").
Valuation Cap — Implied Price Per Share: Based on an assumed fully diluted share count of approximately 48,500,000 shares of the Issuer's capital stock outstanding immediately prior to the issuance of the Notes (the "Pre-Bridge Fully Diluted Share Count"), the implied price per share under the Valuation Cap is approximately $15.46 per share ($750,000,000 ÷ 48,500,000 shares).
Optional Conversion at Maturity: If the Notes have not been converted pursuant to a Qualified Financing prior to the Maturity Date, each holder of Notes may elect to convert the outstanding principal amount of such holder's Note, together with all accrued and unpaid interest thereon, into shares of the Issuer's most senior class of preferred stock then outstanding at a conversion price per share implied by the Valuation Cap.
Security / Collateral: The Notes are unsecured general obligations of the Issuer.
Subordination: The Notes are subordinated to the Issuer's existing credit facility with Harborview Savings Bank (a division of Pemberton Enterprises), as described in the Note Purchase Agreement.
ITEM 10. BUSINESS COMBINATION TRANSACTION
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition, or exchange offer? Yes No
This offering was not made in connection with a business combination transaction within the meaning of Rule 165 under the Securities Act or any other applicable rule or regulation.
ITEM 11. MINIMUM INVESTMENT
Minimum investment accepted from any outside investor: $5,000,000
The smallest individual commitment in this offering was $5,000,000, committed and funded by Halcyon Growth Equity, L.P. at the Initial Closing on January 15, 2024. The Note Purchase Agreement provides that the minimum investment amount for any purchaser is $5,000,000, subject to waiver by the Issuer in its sole discretion. No such waiver was granted.
ITEM 12. SALES COMPENSATION
Recipient(s) of sales compensation in connection with the offering:
None
No broker-dealer, finder, placement agent, or other intermediary was engaged by the Issuer or any other person in connection with the offer or sale of the securities described in this notice. No sales commissions, finder's fees, or any other form of compensation were paid or are payable to any person in connection with the solicitation of purchasers or the consummation of the offering.
The Issuer conducted the offering directly through its executive officers, principally Arjun Mehta (CEO) and David Lindstrom (CFO), each of whom is an associated person of the Issuer and none of whom received any separate or additional compensation in connection with the solicitation of purchasers for the offering.
ITEM 13. OFFERING AND SALES AMOUNTS
Total Offering Amount: $60,000,000
Total Amount Sold: $60,000,000
Total Remaining to be Sold: $0
Breakdown by Closing:
Initial Closing (January 15, 2024): $45,000,000 in aggregate principal amount of convertible promissory notes issued to three (3) accredited investors.
Final Closing (January 26, 2024): $15,000,000 in aggregate principal amount of convertible promissory notes issued to two (2) accredited investors (one new investor and one existing investor purchasing additional notes).
Clarification of Amendment: This amendment updates the total offering amount from $45,000,000 (as reported in the Original Filing dated January 16, 2024) to $60,000,000 to reflect the Final Closing on January 26, 2024, at which an additional $15,000,000 in aggregate principal amount of convertible promissory notes were issued. The total amount sold has been updated from $45,000,000 to $60,000,000, and the total remaining to be sold has been updated from $15,000,000 to $0, reflecting the completion of the offering. No additional securities will be offered or sold pursuant to this offering.
ITEM 14. INVESTORS
Has the Issuer already sold securities in this offering? Yes
Total Number of Investors Who Have Already Invested: 4
Number of accredited investors: 4
Number of non-accredited investors: 0
All purchasers in this offering are "accredited investors" as defined in Rule 501(a) of Regulation D. No non-accredited investors participated in this offering. The Issuer obtained appropriate representations and warranties from each purchaser regarding its accredited investor status in the Note Purchase Agreement.
Updated Purchaser List (reflecting both Initial Closing and Final Closing):
Total: $60,000,000
New Investor Added in This Amendment:
Northstar Innovation Fund II, L.P. A Delaware limited partnership 555 California Street, Suite 4100 San Francisco, California 94104
Northstar Innovation Fund II, L.P. committed $10,000,000 in aggregate principal amount of convertible promissory notes, all of which was funded at the Final Closing on January 26, 2024. Northstar Innovation Fund II, L.P. was not a party to the Original Filing, and its addition as a purchaser constitutes one of the amendments reflected in this filing.
Existing Investor with Updated Amount:
Beacon Hill Capital Partners, LLC A Delaware limited liability company 200 Clarendon Street, 52nd Floor Boston, Massachusetts 02116
Beacon Hill Capital Partners, LLC's total commitment has been updated from $10,000,000 (as reported in the Original Filing) to $15,000,000 to reflect an additional $5,000,000 in aggregate principal amount of convertible promissory notes funded at the Final Closing on January 26, 2024. The additional investment was made pursuant to Section 2.2 of the Note Purchase Agreement, which permitted existing investors to purchase additional notes at a subsequent closing.
ITEM 15. SALES COMMISSIONS AND FINDER'S FEES EXPENSES
Sales Commissions: $0
Finder's Fees: $0
No sales commissions or finder's fees of any kind were paid or are payable in connection with this offering. As noted in Item 12 above, no broker-dealer, finder, placement agent, or other intermediary was engaged in connection with this offering.
Issuer's Expenses Related to the Offering (estimated):
These expense estimates have been updated from the Original Filing to reflect final amounts following the completion of the offering. The Issuer's legal fees are subject to a fee cap of $275,000 as agreed with Calderwood & Harkness LLP. Investor counsel fees are subject to a reimbursement cap of $125,000 as set forth in Section 7.1 of the Note Purchase Agreement.
ITEM 16. USE OF PROCEEDS
Provide a description of the use of proceeds of this offering:
The net proceeds of the offering (estimated to be approximately $59,592,500 after deduction of estimated offering expenses of approximately $407,500) will be used by the Issuer for general corporate purposes, working capital, and product development in connection with the Issuer's cloud-based payments orchestration and embedded lending platform. Specifically, the Issuer intends to allocate the net proceeds as follows:
(a) Product Development and Engineering: Continued investment in the Issuer's core platform capabilities, including expansion of the Issuer's embedded lending product suite, enhancement of payments orchestration infrastructure, and development of new API integrations and configurable software modules.
(b) Working Capital and General Corporate Purposes: Funding of ongoing operations, including personnel costs, sales and marketing, customer acquisition, and general and administrative expenses.
(c) Cash Runway Extension: The net proceeds of the offering are intended to extend the Issuer's cash runway pending the Issuer's planned Series D equity financing, which is anticipated to occur in Q3–Q4 2024.
The foregoing represents the Issuer's current intentions with respect to the use of proceeds based upon its present plans and business conditions. The Issuer reserves the right to reallocate the net proceeds among the uses described above, or to other uses, as the Issuer's management may determine in its discretion based on evolving business needs and market conditions.
SIGNATURE BLOCK AND CERTIFICATION
Certification. The Issuer certifies that the securities referenced in this notice are sold pursuant to the claimed exemption(s). The person signing below certifies that he has read this notice, including all amendments and supplements hereto, that the contents are true and correct to the best of his knowledge, and that the person is authorized to sign on behalf of the Issuer.
The undersigned, in signing this Form D on behalf of the Issuer, acknowledges that the information contained in this Form D, including this amendment, is being filed with the U.S. Securities and Exchange Commission in accordance with the requirements of Regulation D promulgated under the Securities Act of 1933, as amended. The undersigned further acknowledges that the filing of this Form D does not constitute an admission that any exemption from registration is available or applicable, nor does it constitute a determination by the Commission that such exemption is available or applicable.
Issuer: Skybridge Fintech Ltd.
Date: January 29, 2024
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
Date: January 29, 2024
APPENDIX — SUMMARY OF AMENDMENT CHANGES
The following is a summary of all changes reflected in this amendment to the Original Filing (Form D — New Notice, filed January 16, 2024, SEC File Number 021-12847361):
1. Item 13 — Offering and Sales Amounts:
(a) Total Offering Amount updated from $45,000,000 to $60,000,000 to reflect the issuance of an additional $15,000,000 in aggregate principal amount of convertible promissory notes at the Final Closing on January 26, 2024.
(b) Total Amount Sold updated from $45,000,000 to $60,000,000 to reflect the aggregate principal amount of all convertible promissory notes issued at both the Initial Closing and the Final Closing.
(c) Total Remaining to be Sold updated from $15,000,000 to $0 to reflect the completion of the offering. No additional securities will be offered or sold pursuant to this offering.
2. Item 14 — Investors:
(a) Total Number of Investors updated from 3 to 4 to reflect the addition of Northstar Innovation Fund II, L.P. as a new purchaser at the Final Closing.
(b) Northstar Innovation Fund II, L.P. added as a new purchaser. Northstar Innovation Fund II, L.P. is a Delaware limited partnership with its principal office at 555 California Street, Suite 4100, San Francisco, California 94104. Northstar Innovation Fund II, L.P. purchased $10,000,000 in aggregate principal amount of convertible promissory notes at the Final Closing on January 26, 2024.
(c) Beacon Hill Capital Partners, LLC — total commitment updated from $10,000,000 to $15,000,000 to reflect an additional $5,000,000 in aggregate principal amount of convertible promissory notes purchased by Beacon Hill Capital Partners, LLC at the Final Closing on January 26, 2024.
3. Item 15 — Sales Commissions and Finder's Fees Expenses:
(a) Updated to reflect final expense estimates following the completion of the offering, including the addition of escrow fees payable to Granite Trust Company, N.A. in connection with the Final Closing.
(b) Total estimated expenses updated to approximately $407,500 plus disbursements and nominal filing fees.
4. All Other Items:
All other items remain unchanged from the Original Filing. No changes have been made to Item 1 (Issuer's Identity), Item 2 (Principal Place of Business and Contact Information), Item 3 (Related Persons), Item 4 (Industry Group), Item 5 (Issuer Size), Item 6 (Federal Exemptions and Exclusions Claimed), Item 7 (Type of Filing) (except to reflect this filing as an amendment), Item 8 (Duration of Offering) (except to note the offering is complete), Item 9 (Type of Securities Offered), Item 10 (Business Combination Transaction), Item 11 (Minimum Investment), Item 12 (Sales Compensation), or Item 16 (Use of Proceeds).
This Form D Amendment was prepared by Calderwood & Harkness LLP, counsel to the Issuer, and filed electronically via the SEC's EDGAR system on January 29, 2024. Questions regarding this filing may be directed to Priya Ramanathan, General Counsel, Skybridge Fintech Ltd., at (302) 555-8140.
END OF FORM D — AMENDMENT
| Original Filing (Jan. 16, 2024) | This Amendment (Jan. 29, 2024) | Change | |
| Total Offering Amount | $45,000,000 | $60,000,000 | +$15,000,000 |
| Total Amount Sold | $45,000,000 | $60,000,000 | +$15,000,000 |
| Total Remaining to be Sold | $15,000,000 | $0 | ($15,000,000) |
| Purchaser | Type | Aggregate Amount | Closing Details |
| Ridgeline Ventures Fund IV, L.P. | Accredited Investor (institutional — venture capital fund) | $30,000,000 | Initial Closing (January 15, 2024) |
| Beacon Hill Capital Partners, LLC | Accredited Investor (institutional — growth equity fund) | $15,000,000 | $10,000,000 at Initial Closing (January 15, 2024); $5,000,000 at Final Closing (January 26, 2024) |
| Halcyon Growth Equity, L.P. | Accredited Investor (institutional — growth equity fund) | $5,000,000 | Initial Closing (January 15, 2024) |
| Northstar Innovation Fund II, L.P. | Accredited Investor (institutional — venture capital fund) | $10,000,000 | Final Closing (January 26, 2024) |
| Expense Category | Description | Estimated Amount | |
| Legal Fees — Issuer's Counsel | Calderwood & Harkness LLP, 1585 Broadway, New York, NY 10036 (fee cap plus disbursements) | Up to $275,000 | |
| Legal Fees — Investor's Counsel | Whitfield, Pratt & Soo LLP, 55 Hudson Yards, New York, NY 10001 (reimbursed by the Issuer pursuant to Section 7.1 of the Note Purchase Agreement) | Up to $125,000 | |
| Escrow Fees | Granite Trust Company, N.A., Philadelphia, PA (escrow agent for the Final Closing) | $7,500 | |
| SEC Filing Fees | Form D filing and amendment fees | Nominal | |
| State Securities Filing Fees | Blue sky filings in applicable jurisdictions | Nominal | |
| Total Estimated Expenses | Approximately $407,500 plus disbursements and filing fees |