[sheet: Schedule of Purchasers]
Purchaser Full Legal Name | Entity Type | Jurisdiction of Organization | Principal Office Address | Authorized Signatory / Deal Lead | Title | Commitment Amount (USD) | Percentage of Round | Note Principal Amount — Initial Closing (Jan. 15, 2024) | Note Principal Amount — Final Closing (Jan. 26, 2024) | Total Note Principal Amount | Existing or New Investor | Prior Round Participation | Accredited Investor Status | Wire Transfer Instructions Reference
Ridgeline Ventures Fund IV, L.P. | Limited Partnership | Delaware | 800 Boylston Street, 34th Floor, Boston, MA 02199 | Samuel Okonkwo | Partner (Deal Lead) | $30,000,000 | 50.00% | $30,000,000 | $0 | $30,000,000 | Existing (via Ridgeline Ventures Fund III, L.P.) | Series C (July 2021) | Accredited Investor | See Exhibit A-1
Beacon Hill Capital Partners, LLC | Limited Liability Company | Delaware | 222 West Adams Street, Suite 3400, Chicago, IL 60606 | Joanna Falkner | Managing Director (Deal Lead) | $15,000,000 | 25.00% | $10,000,000 | $5,000,000 | $15,000,000 | Existing | Series C (July 2021) | Accredited Investor | See Exhibit A-2
Northstar Innovation Fund II, L.P. | Limited Partnership | Delaware | 555 California Street, Suite 4100, San Francisco, CA 94104 | Wei-Lin Chang | Managing Partner | $10,000,000 | 16.67% | $0 | $10,000,000 | $10,000,000 | New Investor | N/A | Accredited Investor | See Exhibit A-3
Halcyon Growth Equity, L.P. | Limited Partnership | Delaware | 1201 Third Avenue, Suite 5600, Seattle, WA 98101 | Robert "Rob" Castillo | Partner (Deal Lead) | $5,000,000 | 8.33% | $5,000,000 | $0 | $5,000,000 | Existing | Series B | Accredited Investor | See Exhibit A-4
TOTAL | $60,000,000 | 100.00% | $45,000,000 | $15,000,000 | $60,000,000
[sheet: Schedule Header & Notes]
Field | Value
Document Title | Amended Schedule 1 — Schedule of Purchasers
Agreement Reference | Note Purchase Agreement, dated January 15, 2024, by and among Skybridge Fintech Ltd. and the Purchasers named therein
Amendment Date | January 26, 2024
Amendment Purpose | To reflect the Final Closing and the addition of Northstar Innovation Fund II, L.P. as a Purchaser pursuant to the Joinder Agreement dated January 26, 2024
Issuer / Company | Skybridge Fintech Ltd.
Company Address | 1400 Market Street, Suite 2200, Wilmington, DE 19801
Company EIN | 83-2147605
Company DE File Number | 6384291
Aggregate Principal Amount | $60,000,000
Interest Rate | 6.00% per annum (600 basis points), simple interest, 365-day year
Maturity Date | January 15, 2026
Valuation Cap | $750,000,000 (pre-money)
Conversion discount | 20%
Qualified Financing Threshold | $80,000,000 minimum new equity capital
Fully Diluted Shares Outstanding (Pre-Bridge) | Approximately 48,500,000
Cap-Implied Price Per Share | ~$15.46 ($750,000,000 ÷ 48,500,000)
Initial Closing Date | January 15, 2024
Initial Closing Amount | $45,000,000
Final Closing Date | January 26, 2024
Final Closing Amount | $15,000,000
Escrow Agent | Granite Trust Company, N.A.
Escrow Account | Granite Trust Escrow Account No. 4401-7829-SBF
Governing Law | State of Delaware
Company Counsel | Calderwood & Harkness LLP, 600 Lexington Avenue, New York, NY 10022
Investor Counsel | Whitfield, Pratt & Soo LLP, One Federal Street, 26th Floor, Boston, MA 02110
Supersedes | Original Schedule 1 to the Note Purchase Agreement dated January 15, 2024
Notes Subordination | Notes subordinated to Loan and Security Agreement, dated August 15, 2022, between Kelvantis Lending Corp. and Skybridge Fintech Ltd. ($15,000,000 venture debt facility)
[sheet: Closing Funding Detail]
Closing | Closing Date | Purchaser | Amount Funded | Cumulative Amount Funded by Purchaser | Remaining Commitment | Note Issuance Reference
Initial Closing | January 15, 2024 | Ridgeline Ventures Fund IV, L.P. | $30,000,000 | $30,000,000 | $0 | Convertible Promissory Note No. 1
Initial Closing | January 15, 2024 | Beacon Hill Capital Partners, LLC | $10,000,000 | $10,000,000 | $5,000,000 | Convertible Promissory Note No. 2
Initial Closing | January 15, 2024 | Halcyon Growth Equity, L.P. | $5,000,000 | $5,000,000 | $0 | Convertible Promissory Note No. 3
Subtotal — Initial Closing | January 15, 2024 | $45,000,000
Final Closing | January 26, 2024 | Beacon Hill Capital Partners, LLC | $5,000,000 | $15,000,000 | $0 | Convertible Promissory Note No. 4
Final Closing | January 26, 2024 | Northstar Innovation Fund II, L.P. | $10,000,000 | $10,000,000 | $0 | Convertible Promissory Note No. 5
Subtotal — Final Closing | January 26, 2024 | $15,000,000
GRAND TOTAL | $60,000,000
[sheet: GP & Signatory Detail]
Purchaser | General Partner / Managing Entity | GP Entity Type | GP Jurisdiction | Authorized Signatory Name | Signatory Title
Ridgeline Ventures Fund IV, L.P. | Ridgeline Ventures Management IV, LLC | LLC (GP entity) | Delaware | Samuel Okonkwo | Partner
Beacon Hill Capital Partners, LLC | N/A (LLC — self-managed) | LLC | Delaware | Joanna Falkner | Managing Director
Northstar Innovation Fund II, L.P. | Northstar Innovation GP II, LLC | LLC (GP entity) | Delaware | Wei-Lin Chang | Managing Partner
Halcyon Growth Equity, L.P. | Halcyon Growth Management, LLC | LLC (GP entity) | Delaware | Robert "Rob" Castillo | Partner