UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D
Notice of Exempt Offering of Securities
OMB Number: 3235-0076. Estimated average burden hours per response: 4.00. This is a notice required by Rule 503 of Regulation D under the Securities Act of 1933, as amended. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Filing Type: New Filing Amendment
Date of First Sale: January 15, 2024
Date Filed: January 16, 2024
Item 1. Issuer's Identity
A. CIK (Central Index Key)
To be assigned upon filing. The issuer, Skybridge Fintech Ltd., is filing this Form D for the first time via SEC EDGAR and expects to receive a Central Index Key number upon acceptance of this electronic submission. A newly obtained CIK for Skybridge Fintech Ltd. will be referenced in all subsequent filings and amendments.
B. Name of Issuer
Skybridge Fintech Ltd.
C. Jurisdiction of Incorporation/Organization
Delaware
D. Year of Incorporation/Organization
Yet to Be Formed Within Last Five Years (specify year): __ Over Five Years Ago
Year of Incorporation: 2017
E. IRS Employer Identification Number
83-2147605
F. Address of Issuer
Item 2. Principal Place of Business and Contact Information
A. Address of Principal Place of Business
The principal place of business of the issuer is the same as the address provided in Item 1 above:
B. Contact Information
Item 3. Related Persons
A. Executive Officers, Directors, and Promoters
The following persons are executive officers, directors, or promoters of the issuer and are identified in accordance with the requirements of Form D:
Person 1:
Person 2:
Person 3:
Person 4:
Person 5:
Item 4. Industry Group
Item 5. Issuer Size
A. Revenue Range
Clarification of Response: The revenue range indicated above is based on the issuer's annualized recurring revenue (ARR) of approximately $78,000,000 as of the third quarter of calendar year 2023 (Q3 2023). ARR is calculated based on the issuer's subscription and platform transaction revenue on an annualized basis and is considered by management to be the most representative measure of the issuer's current revenue scale.
B. Aggregate Net Asset Value Range
Clarification of Response: The issuer is an operating company and is not a pooled investment fund or other type of investment company. Accordingly, the aggregate net asset value range is not applicable to this filing.
Item 6. Federal Exemption(s) and Exclusion(s) Claimed
Federal Exemption(s):.
Underlying Statutory Exemption: The issuer is relying on Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), as the underlying statutory exemption from the registration requirements of Section 5 of the Securities Act. Rule 506(b) of Regulation D promulgated under the Securities Act provides a safe harbor for the Section 4(a)(2) exemption. The issuer has not engaged in any form of general solicitation or general advertising in connection with this offering, and all purchasers are accredited investors as defined in Rule 501(a) of Regulation D.
No other federal exemptions are claimed in connection with this offering.
Investment Company Act Section 3(c) Exclusion:
Clarification of Response: The issuer is an operating company engaged in the business of developing and operating a cloud-based payments orchestration and embedded lending platform and is not an investment company as defined under the Investment Company Act of 1940, as amended. No exclusion under Section 3(c) of the Investment Company Act is claimed or applicable.
Item 7. Type of Filing
Clarification of Response: This is the initial Form D filing by the issuer with respect to this offering of convertible promissory notes. No prior Form D or Form D/A has been filed by the issuer in connection with this offering. An amendment to this Form D will be filed following the Final Closing in order to update the total amount sold, the number and identity of investors, and any other items that may require updating at that time.
Item 8. Duration of Offering
Does the Issuer intend this offering to last more than one year?
No Yes
Clarification of Response: The issuer does not intend for this offering to last more than one year from the date of first sale. The Initial Closing occurred on January 15, 2024. The issuer anticipates that a subsequent Final Closing will occur within the near term to fund the remaining $15,000,000 of the total $60,000,000 aggregate principal amount being offered. The offering is expected to be completed well before the end of the one-year period following the date of first sale. An amendment to this Form D will be filed following the Final Closing.
Item 9. Type(s) of Securities Offered
Specific Type of Debt Security: Convertible Promissory Notes
Clarification of Response: The securities being offered are convertible promissory notes (the "Notes") in an aggregate principal amount of up to $60,000,000. The material terms of the Notes are as follows:
(a) Interest Rate: The Notes bear interest at a rate of 6.00% per annum (600 basis points), calculated as simple interest on the outstanding principal amount, computed on an actual/365-day year basis.
(b) Maturity Date: The Notes mature on January 15, 2026, which is twenty-four (24) months from the date of the first sale of Notes (the "Maturity Date"), unless earlier converted or repaid in accordance with the terms thereof.
(c) Conversion: The Notes are convertible into equity securities of the issuer upon the occurrence of a Qualified Financing, as defined in the Note Purchase Agreement dated as of January 15, 2024, by and among the issuer and the purchasers named therein. Upon a Qualified Financing, the outstanding principal amount and all accrued and unpaid interest on the Notes will automatically convert into equity securities of the same class and series issued in the Qualified Financing at a conversion price to be determined pursuant to the terms of the Note Purchase Agreement.
(d) Seniority: The Notes are senior unsecured obligations of the issuer and are not subordinated to any other indebtedness.
The Notes have not been and will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
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?
No Yes
Clarification of Response: This offering is not being made in connection with a business combination transaction. The offering is being conducted solely for the purpose of raising capital through the issuance of convertible promissory notes as described in Item 9 above.
Item 11. Minimum Investment
Minimum investment accepted from any outside investor: $5,000,000
Clarification of Response: The minimum investment amount of $5,000,000 corresponds to the smallest commitment received from any single investor in this offering, which is the $5,000,000 commitment of Halcyon Growth Equity, L.P., funded at the Initial Closing on January 15, 2024. All investors in this offering are institutional accredited investors that have made commitments at or above this minimum investment threshold.
Item 12. Sales Compensation
Has any person been paid or given any commission or other remuneration for solicitation of purchasers in connection with sales of securities in this offering?
No Yes
Clarification of Response: No placement agents, broker-dealers, finders, or other intermediaries were engaged by the issuer or any other person in connection with this offering. No commissions, discounts, finder's fees, or other compensation of any kind were paid or are payable to any person for soliciting or referring any purchaser of the Notes offered hereby. The offering was conducted directly by the issuer through pre-existing relationships with the investors.
Item 13. Offering and Sales Amounts
A. Total Offering Amount
B. Total Amount Sold
The total amount sold of $45,000,000 reflects the aggregate principal amount of convertible promissory notes issued at the Initial Closing on January 15, 2024. The breakdown of amounts sold at the Initial Closing is as follows:
C. Total Remaining to be Sold
D. Clarification of Response
The total offering amount is $60,000,000 in aggregate principal amount of convertible promissory notes. The Initial Closing occurred on January 15, 2024, at which time $45,000,000 in aggregate principal amount of Notes was issued and funded by three (3) accredited investors. The remaining $15,000,000 in aggregate principal amount of Notes is expected to be funded at a subsequent Final Closing by the following investors:
(i) Beacon Hill Capital Partners, LLC — $5,000,000 (representing the unfunded portion of its total commitment of $15,000,000, of which $10,000,000 was funded at the Initial Closing); and
(ii) Northstar Innovation Fund II, L.P. — $10,000,000 (representing its full commitment, none of which was funded at the Initial Closing).
An amendment to this Form D (Form D/A) will be filed following the Final Closing to update the total amount sold, the number and identity of investors, and any other items that may require updating at that time, in accordance with Rule 503(a) of Regulation D.
Item 14. Investors
A. Has the Issuer Already Sold Securities in This Offering?
Yes No
B. Number of Investors Who Have Already Invested
Clarification of Response: All three (3) investors that participated in the Initial Closing on January 15, 2024 qualify as accredited investors within the meaning of Rule 501(a) of Regulation D. No securities were sold or offered to any non-accredited investors. Each investor represented and warranted in the Note Purchase Agreement that it is an accredited investor and provided appropriate documentation supporting its accredited investor status. The issuer has taken reasonable steps to verify the accredited investor status of each purchaser.
C. Identification of Investors (Initial Closing Participants)
Investor 1:
Clarification of Response: Ridgeline Ventures Fund IV, L.P. is a Delaware limited partnership that qualifies as an accredited investor pursuant to Rule 501(a)(3) of Regulation D. Ridgeline Ventures Fund IV, L.P. funded its full commitment of $30,000,000 at the Initial Closing on January 15, 2024. This investor has no remaining unfunded commitment under the Note Purchase Agreement.
Investor 2:
Clarification of Response: Beacon Hill Capital Partners, LLC is a Delaware limited liability company that qualifies as an accredited investor pursuant to Rule 501(a)(3) of Regulation D. Beacon Hill Capital Partners, LLC funded $10,000,000 of its total $15,000,000 commitment at the Initial Closing on January 15, 2024. The remaining $5,000,000 of its commitment is expected to be funded at the Final Closing.
Investor 3:
Clarification of Response: Halcyon Growth Equity, L.P. is a Delaware limited partnership that qualifies as an accredited investor pursuant to Rule 501(a)(3) of Regulation D. Halcyon Growth Equity, L.P. funded its full commitment of $5,000,000 at the Initial Closing on January 15, 2024. This investor has no remaining unfunded commitment under the Note Purchase Agreement.
Item 15. Sales Commissions & Finder's Fees Expenses
A. Sales Commissions
B. Finder's Fees
C. Clarification of Response
No sales commissions, finder's fees, or other compensation of any nature were paid or are payable to any person in connection with this offering of convertible promissory notes. The offering was conducted directly by the issuer, Skybridge Fintech Ltd., without the engagement or use of any broker-dealer, placement agent, finder, or other intermediary. No person or entity received or is entitled to receive any commission, discount, or other remuneration for soliciting or referring purchasers of the Notes.
D. Use of Proceeds
The net offering proceeds from the Initial Closing total $45,000,000. Such proceeds are intended to be used for general corporate purposes, working capital, and continued product development pending the Company's planned Series D equity financing round.
Estimated offering expenses in connection with the offering are approximately $407,500 in the aggregate, comprised of the following:
After deducting estimated offering expenses, the net proceeds available to the issuer from the Initial Closing are approximately $44,592,500.
Item 16. Use of Proceeds
Brief Description of Use of Proceeds:
The net proceeds from this offering of convertible promissory notes will be used by the issuer for general corporate purposes, including, without limitation:
(a) Working capital to fund the issuer's ongoing business operations, including personnel costs, facilities expenses, and other general and administrative expenditures;
(b) Continued development, enhancement, and scaling of the issuer's cloud-based payments orchestration and embedded lending platform, including investment in engineering talent, infrastructure, and technology resources;
(c) Sales and marketing expenditures to support customer acquisition and revenue growth initiatives; and
(d) Other operational expenditures as determined by the issuer's management and Board of Directors in the ordinary course of business.
The proceeds are intended to provide bridge financing to the issuer pending the anticipated closing of the issuer's Series D equity financing round, which is currently expected to occur in the third or fourth quarter of calendar year 2024 (Q3–Q4 2024). The Notes will convert into equity securities of the issuer upon the occurrence of a Qualified Financing, as described in Item 9 above.
The issuer reserves the right to change the use of proceeds described above as its Board of Directors and management may determine to be in the best interests of the issuer and its stakeholders.
Signature block
The issuer hereby certifies that this Form D, including all items and any and all attachments hereto, is true, correct, and complete, and that this notice is filed in accordance with Rule 503 of Regulation D under the Securities Act of 1933, as amended. The undersigned, being duly authorized, has signed this Form D on behalf of the issuer.
ISSUER:
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
Date: January 16, 2024
Certification. The issuer certifies that the information provided in this notice on Form D is true, correct, and complete. The issuer acknowledges that it must file a notice on Form D with the Securities and Exchange Commission for an offering of securities made in reliance on Regulation D under the Securities Act of 1933, no later than 15 calendar days after the date of first sale of securities in the offering, and that a failure to file such notice may result in the loss of the claimed exemption for offers and sales made more than 15 calendar days following the date of first sale.
The issuer further acknowledges its obligation to file an amendment to this Form D to report changes in the information provided herein, including, without limitation, an amendment to reflect additional sales of securities in this offering and the addition of new investors, in accordance with Rule 503(a) of Regulation D.
SKYBRIDGE FINTECH LTD.
By: ________
Name: Arjun Mehta
Title: Chief Executive Officer & Co-Founder
Date: January 16, 2024
NOTICE
The securities described in this Form D have not been registered under the Securities Act of 1933, as amended, or the securities laws of any state, and may not be offered or sold absent registration or an applicable exemption from such registration requirements. This filing is made in accordance with Rule 503 of Regulation D and constitutes a notice of an exempt offering of securities only. Neither the filing of this Form D nor the acceptance thereof by the Securities and Exchange Commission shall be deemed to constitute approval, disapproval, or any recommendation by the Securities and Exchange Commission with respect to the issuer, the offering, or the securities described herein. The information contained herein has been provided by the issuer, and the Securities and Exchange Commission has not independently verified such information.
| Field | Information |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Country | United States |
| Phone Number | (302) 555-0174 |
| Field | Information |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Country | United States |
| Field | Information |
| Name of Contact Person | David Lindstrom |
| Title | Chief Financial Officer |
| Phone Number | (302) 555-0189 |
| Field | Information |
| Last Name | Mehta |
| First Name | Arjun |
| Middle Name | — |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Relationship(s) to Issuer | Executive Officer Director Promoter |
| Clarification of Response | Chief Executive Officer & Co-Founder. Mr. Mehta has served as Chief Executive Officer and a member of the Board of Directors of the issuer since its incorporation in 2017. |
| Field | Information |
| Last Name | Vasquez |
| First Name | Elena |
| Middle Name | — |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Relationship(s) to Issuer | Executive Officer Director Promoter |
| Clarification of Response | Chief Technology Officer & Co-Founder. Ms. Vasquez has served as Chief Technology Officer and a member of the Board of Directors of the issuer since its incorporation in 2017. |
| Field | Information |
| Last Name | Lindstrom |
| First Name | David |
| Middle Name | — |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Relationship(s) to Issuer | Executive Officer Director Promoter |
| Clarification of Response | Chief Financial Officer. Mr. Lindstrom has served as Chief Financial Officer of the issuer since March 2021 and serves as the primary contact person for purposes of this filing. |
| Field | Information |
| Last Name | Ramanathan |
| First Name | Priya |
| Middle Name | — |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Relationship(s) to Issuer | Executive Officer Director Promoter |
| Clarification of Response | General Counsel. Ms. Ramanathan has served as General Counsel of the issuer since September 2022. |
| Field | Information |
| Last Name | Tillman |
| First Name | Marcus |
| Middle Name | — |
| Street Address 1 | 1400 Market Street, Suite 2200 |
| Street Address 2 | — |
| City | Wilmington |
| State/Province | Delaware |
| Zip/Postal Code | 19801 |
| Relationship(s) to Issuer | Executive Officer Director Promoter |
| Clarification of Response | Vice President, Corporate Development. Mr. Tillman has served as Vice President, Corporate Development of the issuer since June 2022. |
| Field | Response |
| Industry Group | Technology |
| Sub-category | Other Technology |
| Clarification of Response | Fintech / Software-as-a-Service. The issuer develops and operates a cloud-based payments orchestration and embedded lending platform, providing technology-enabled financial infrastructure to enterprise and mid-market clients across multiple verticals. |
| Revenue Range | Selected |
No Revenues
$1–$1,000,000
$1,000,001–$5,000,000
$5,000,001–$25,000,000
$25,000,001–$50,000,000
$50,000,001–$100,000,000
Over $100,000,000
Decline to Disclose
Not Applicable
| Aggregate Net Asset Value Range | Selected |
| Decline to Disclose / Not Applicable | ** |
| Exemption | Claimed |
Rule 504(b) of Regulation D
Rule 506(b) of Regulation D
Rule 506(c) of Regulation D
Securities Act Section 4(a)(5)
Regulation A (Tier 1)
Regulation A (Tier 2)
Exclusion
Section 3(c)(1)
Section 3(c)(7)
| Not Applicable | ** |
| Type of Filing | Response |
| New Notice | Yes |
| Amendment | No |
| Date of Previous Filing | N/A |
| Type of Security | Selected |
Equity
Debt
Option, Warrant, or Other Right to Acquire Another Security
Security to be Acquired Upon Exercise of Option, Warrant, or Other Right to Acquire Security
Pooled Investment Fund Interests
Tenant-in-Common Securities
Mineral Property Securities
Other (describe)
| Field | Response |
| Recipient Name | None |
| Recipient CRD Number | N/A |
| Associated Broker or Dealer | None |
| Associated Broker or Dealer CRD Number | N/A |
| Street Address | N/A |
| City | N/A |
| State | N/A |
| Zip Code | N/A |
| State(s) of Solicitation | N/A |
| Foreign/Non-US Solicitation | Yes No |
| Field | Response |
| Total Offering Amount | $60,000,000 |
Indefinite
| Field | Response |
| Total Amount Sold | $45,000,000 |
| Investor | Amount Funded at Initial Closing |
| Ridgeline Ventures Fund IV, L.P. | $30,000,000 |
| Beacon Hill Capital Partners, LLC | $10,000,000 |
| Halcyon Growth Equity, L.P. | $5,000,000 |
| Total | $45,000,000 |
| Field | Response |
| Total Remaining to be Sold | $15,000,000 |
| Category | Number |
| Number of Accredited Investors | 3 |
| Number of Non-Accredited Investors | 0 |
| Total Number of Investors | 3 |
| Field | Information |
| Name | Ridgeline Ventures Fund IV, L.P. |
| Entity Type | Delaware limited partnership |
| Principal Office Address | 800 Boylston Street, 34th Floor, Boston, MA 02199 |
| Amount Invested | $30,000,000 |
| Accredited Investor Status | Yes — qualifies as an accredited investor under Rule 501(a) of Regulation D |
| Field | Information |
| Name | Beacon Hill Capital Partners, LLC |
| Entity Type | Delaware limited liability company |
| Principal Office Address | 222 West Adams Street, Suite 3400, Chicago, IL 60606 |
| Amount Invested | $10,000,000 (partial funding; total commitment of $15,000,000) |
| Accredited Investor Status | Yes — qualifies as an accredited investor under Rule 501(a) of Regulation D |
| Field | Information |
| Name | Halcyon Growth Equity, L.P. |
| Entity Type | Delaware limited partnership |
| Principal Office Address | 1201 Third Avenue, Suite 5600, Seattle, WA 98101 |
| Amount Invested | $5,000,000 |
| Accredited Investor Status | Yes — qualifies as an accredited investor under Rule 501(a) of Regulation D |
| Field | Amount |
| Sales Commissions | $0 |
| Field | Amount |
| Finder's Fees | $0 |
| Expense Category | Estimated Amount |
| Calderwood & Harkness LLP — legal fees for issuer's counsel (capped fee arrangement) | $275,000 (plus disbursements) |
| Whitfield, Pratt & Soo LLP — legal fee reimbursement for investors' counsel | Up to $125,000 |
| Granite Trust Company, N.A. — escrow agent fees | $7,500 |
| Total Estimated Offering Expenses | Approximately $407,500 |