NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS

NOTIFICATION AND REPORT FORM FOR CERTAIN MERGERS AND ACQUISITIONS
Hart-Scott-Rodino Antitrust Improvements Act of 1976
Filed Pursuant to 15 U.S.C. § 18a and 16 C.F.R. Parts 801–803
HSR Transaction Number: 25-0198374
Filing Date: April 2, 2025
Filed with:
Federal Trade Commission Premerger Notification Office Bureau of Competition 600 Pennsylvania Avenue, NW Washington, D.C. 20580
United States Department of Justice Antitrust Division Premerger Notification Unit 950 Pennsylvania Avenue, NW Washington, D.C. 20530
FILING PERSON:
Harrowgate Private Equity Fund IV LP (as Acquiring Person)
300 King Street, Suite 4200 Wilmington, Delaware 19801
Prepared by:
Howard Bellamy Specialist Partner, Antitrust & Competition
Derek Okonkwo Working Associate, Mergers & Acquisitions
Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019
Calderwood & Harkness LLP Matter Number: 1003-00003
Accompanied by filing fee payment calculated based on a transaction value of $1,900,000,000, falling within the applicable filing fee tier under 15 U.S.C. § 18a(b), as amended.
TRANSMITTAL COVER LETTER
April 2, 2025
VIA ELECTRONIC FILING
Holly Vedova, Director Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, NW Washington, D.C. 20580
Jonathan S. Kanter, Assistant Attorney General Antitrust Division United States Department of Justice 950 Pennsylvania Avenue, NW Washington, D.C. 20530
Re: Notification and Report Form — Proposed Acquisition of VeloPay Systems, Inc. by Harrowgate Private Equity Fund IV LP HSR Transaction Number: 25-0198374 Calderwood & Harkness LLP Matter No.: 1003-00003
Dear Director Vedova and Assistant Attorney General Kanter:
On behalf of our client, Harrowgate Private Equity Fund IV LP ("HPE Fund IV" or the "Acquiring Person"), Calderwood & Harkness LLP hereby submits the enclosed Notification and Report Form (the "Notification") pursuant to Section 7A of the Clayton Act, 15 U.S.C. § 18a, and the rules promulgated thereunder at 16 C.F.R. Parts 801–803, in connection with the proposed acquisition (the "Transaction") of VeloPay Systems, Inc. ("VeloPay" or the "Acquired Person").
The Transaction is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law, pursuant to which Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a newly formed Delaware corporation and wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay, with VeloPay surviving the merger as a wholly-owned subsidiary of HPE Fund IV. The aggregate merger consideration for the Transaction is $1,900,000,000 in cash, payable to the stockholders, optionholders, warrant holders, and holders of restricted stock units of VeloPay. The Transaction is governed by that certain Agreement and Plan of Merger, dated as of March 18, 2025, by and among HPE Fund IV, Merger Sub, and VeloPay (the "Merger Agreement"), a copy of which is attached hereto as Exhibit A.
Enclosed with this Notification is the applicable filing fee, calculated pursuant to 15 U.S.C. § 18a(b), based on a total transaction value of $1,900,000,000, which falls within the applicable filing fee tier as set forth in the fee schedule promulgated by the Federal Trade Commission. The filing fee calculation is set forth in detail in Exhibit F to this Notification.
Identification of Filing Counsel
The contact person for all communications relating to this filing is:
Howard Bellamy Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 558-4700
Email: hbellamy@calderwoodharkness.com
The secondary contact person for this filing is:
Derek Okonkwo Working Associate, Mergers & Acquisitions Calderwood & Harkness LLP 787 Seventh Avenue, 38th Floor New York, New York 10019 Telephone: (212) 558-4823
Email: dokonkwo@calderwoodharkness.com
All communications, including requests for additional information, timing agreements, or any other correspondence relating to this filing, should be directed to Mr. Bellamy and Mr. Okonkwo at the addresses and contact information set forth above. We respectfully request that copies of all correspondence and communications be sent to both Mr. Bellamy and Mr. Okonkwo simultaneously.
Request for Early Termination
HPE Fund IV hereby respectfully requests early termination of the initial thirty (30) calendar day waiting period applicable to this Transaction under Section 7A(b)(1) of the Clayton Act, 15 U.S.C. § 18a(b)(1). As described more fully in this Notification, the Transaction does not present competitive concerns warranting investigation, and the Acquiring Person respectfully submits that early termination of the waiting period is appropriate.
If you have any questions regarding this filing or require any additional information, please do not hesitate to contact the undersigned.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Specialist Partner, Antitrust & Competition
Date: April 2, 2025
Enclosures
cc: Richard Harrowgate, Harrowgate Capital Management IV LLC Priya Deshmukh, Harrowgate Capital Management IV LLC Thomas Eriksen, Harrowgate Capital Management IV LLC Derek Okonkwo, Calderwood & Harkness LLP
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NOTIFICATION AND REPORT FORM
Hart-Scott-Rodino Antitrust Improvements Act of 1976 15 U.S.C. § 18a; 16 C.F.R. Parts 801–803
ITEM 1 — ACQUIRING PERSON
1(a) — Name and Address of Person Filing Notification
The person filing this Notification is:
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801
Harrowgate Private Equity Fund IV LP ("HPE Fund IV") is a limited partnership organized and existing under the laws of the State of Delaware. HPE Fund IV was formed on June 14, 2022, by the filing of a Certificate of Limited Partnership with the Secretary of State of the State of Delaware. HPE Fund IV's Employer Identification Number is 87-4231956.
HPE Fund IV is a private equity fund with total committed capital of $6.8 billion (vintage 2022). The fund's investment strategy focuses on growth and buyout investments in financial services technology, infrastructure software, and data analytics. HPE Fund IV is managed by its general partner, Harrowgate Capital Management IV LLC, as described more fully in Item 1(c) below.
1(b) — Name and Address of Person on Whose Behalf Filing Is Made
HPE Fund IV is filing this Notification on its own behalf. There is no separate person on whose behalf this Notification is being filed. HPE Fund IV is both the filing person and the person on whose behalf the filing is made within the meaning of 16 C.F.R. § 803.2.
1(c) — Identification of the Ultimate Parent Entity
The Ultimate Parent Entity ("UPE") of the Acquiring Person is:
Harrowgate Private Equity Fund IV LP 300 King Street, Suite 4200 Wilmington, Delaware 19801 EIN: 87-4231956
HPE Fund IV is the UPE because it is the entity at the top of the acquiring person's control chain that is not controlled by any other entity within the meaning of 16 C.F.R. § 801.1(b). Although HPE Fund IV has a general partner, Harrowgate Capital Management IV LLC, the general partner does not hold a 50% or greater interest in HPE Fund IV's profits or assets and therefore does not "control" HPE Fund IV within the meaning of the HSR Act regulations. HPE Fund IV's limited partners are institutional investors and high-net-worth individuals, none of whom holds a 50% or greater interest in the fund's profits or assets. Accordingly, HPE Fund IV is properly identified as the UPE.
The general partner of HPE Fund IV is:
Harrowgate Capital Management IV LLC 300 King Street, Suite 4200 Wilmington, Delaware 19801 EIN: 87-4231847
Harrowgate Capital Management IV LLC is a limited liability company organized under the laws of the State of Delaware. It serves as the general partner of HPE Fund IV and is responsible for the management of the fund's investment activities, including the identification, evaluation, and execution of investments and the ongoing management and monitoring of portfolio companies. Harrowgate Capital Management IV LLC has sole authority to manage the business and affairs of HPE Fund IV and to make investment decisions on behalf of the fund, subject to the terms of the limited partnership agreement of HPE Fund IV.
The managing partners of Harrowgate Capital Management IV LLC are:
•  Richard Harrowgate — Founder & Chairman
•  Priya Deshmukh — Managing Partner, Fund IV
•  Thomas Eriksen — Partner, Head of Financial Technology
1(d) — Identification of Entities Within the Acquiring Person
The following entities comprise the "person" of the Acquiring Person for purposes of this Notification, as defined by 16 C.F.R. § 801.1(a)(1):
1. Harrowgate Private Equity Fund IV LP
•  Entity Type: Delaware limited partnership
•  Role: Ultimate Parent Entity; primary investment fund vehicle
•  EIN: 87-4231956
•  Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801
•  Fund Size: $6.8 billion in committed capital (vintage 2022)
•  Investment Strategy: Growth and buyout investments in financial services technology, infrastructure software, and data analytics
2. Harrowgate Capital Management IV LLC
•  Entity Type: Delaware limited liability company
•  Role: General partner of HPE Fund IV; manages the fund's investment activities
•  EIN: 87-4231847
•  Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801
•  Relationship to UPE: General partner; manages HPE Fund IV's affairs but does not hold a 50% or greater interest in HPE Fund IV's profits or assets
3. Harrowgate Velocity Merger Sub Inc.
•  Entity Type: Delaware corporation
•  Role: Newly formed acquisition subsidiary; will merge with and into VeloPay Systems, Inc. in the reverse triangular merger, ceasing to exist upon the effective time of the merger
•  EIN: 93-1847265
•  Delaware File Number: 7291034
•  Incorporated: February 24, 2025
•  Sole Shareholder: Harrowgate Private Equity Fund IV LP
•  Registered Agent: Capitol Registered Agents LLC, 1209 Orange Street, Wilmington, Delaware 19801
•  Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801
•  Merger Sub was formed solely for the purpose of effectuating the Transaction and has not conducted any business activities, incurred any obligations, or acquired any assets other than those incidental to its formation and the execution and performance of the Merger Agreement and the transactions contemplated thereby.
4. Harrowgate Velocity Co-Invest LP
•  Entity Type: Delaware limited partnership
•  Role: Co-investment vehicle formed to facilitate co-investment by certain limited partners of HPE Fund IV and management of VeloPay alongside the fund
•  General Partner: Harrowgate Capital Management IV LLC
•  EIN: 93-2748163
•  Formed: March 14, 2025
•  Address: 300 King Street, Suite 4200, Wilmington, Delaware 19801
•  The co-investment vehicle will invest alongside HPE Fund IV in the Transaction. The co-invest vehicle is controlled by Harrowgate Capital Management IV LLC as its general partner, and is therefore included within the person of HPE Fund IV for HSR purposes.
HPE Fund IV Portfolio Companies in Payments and Financial Infrastructure
In addition to the entities listed above, HPE Fund IV holds three prior platform investments in the payments and financial infrastructure sectors, which are identified below for purposes of the competitive overlap analysis set forth in Item 7 of this Notification:
(i) ClearBridge Payment Solutions, Inc. — A Delaware corporation headquartered in Charlotte, North Carolina. ClearBridge provides business-to-business payment automation and accounts payable solutions for mid-market companies. HPE Fund IV acquired a controlling interest in ClearBridge in November 2022. ClearBridge's primary revenue is derived from subscription fees for its B2B payment automation platform and per-transaction processing fees. ClearBridge's FY2024 revenue was approximately $147,000,000.
(ii) Stratos Data Systems LLC — A Delaware limited liability company headquartered in Denver, Colorado. Stratos provides cloud-based data infrastructure and analytics solutions for financial institutions, including data warehousing, business intelligence tools, and regulatory reporting automation. HPE Fund IV acquired Stratos in April 2023. Stratos's FY2024 revenue was approximately $93,500,000.
(iii) Pinnacle Ledger Technologies, Inc. — A Delaware corporation headquartered in San Francisco, California. Pinnacle develops distributed ledger and real-time settlement infrastructure for institutional payment networks. HPE Fund IV led a growth equity investment in Pinnacle in September 2023, acquiring a 62% controlling stake. Pinnacle's FY2024 revenue was approximately $38,200,000.
Each of these portfolio companies is included within the "person" of the Acquiring Person for HSR purposes, as each is controlled by HPE Fund IV within the meaning of 16 C.F.R. § 801.1(b). Revenue data for each portfolio company, organized by NAICS code, is set forth in Exhibit E to this Notification.
ITEM 2 — ACQUIRED PERSON
2(a) — Name and Address of Person Being Acquired
The person being acquired in this Transaction is:
VeloPay Systems, Inc. 1455 Innovation Parkway, Suite 800 Austin, Texas 78759
VeloPay Systems, Inc. ("VeloPay") is a corporation organized and existing under the laws of the State of Delaware. VeloPay was incorporated on September 8, 2014, by the filing of a Certificate of Incorporation with the Secretary of State of the State of Delaware. VeloPay's Employer Identification Number is 82-3019478, and its Delaware File Number is 5748392. VeloPay's principal offices are located in Austin, Texas, with additional offices in Denver, Colorado; Toronto, Ontario, Canada; and Lisbon, Portugal.
VeloPay is a cloud-native payments processing and merchant acquiring platform serving mid-market and enterprise customers. The company processes approximately $87 billion in annualized gross payment volume across more than 14,000 merchants. VeloPay's revenue model is based on interchange-plus processing fees, SaaS subscription fees for its analytics dashboard and fraud detection suite, and gateway transaction fees. A more detailed description of VeloPay's business operations is set forth in Item 6 of this Notification.
2(b) — Ultimate Parent Entity of Acquired Person
VeloPay Systems, Inc. is its own Ultimate Parent Entity for purposes of this Notification. VeloPay is not controlled by any other entity within the meaning of 16 C.F.R. § 801.1(b). No single stockholder holds 50% or more of VeloPay's outstanding voting securities. Accordingly, VeloPay is the entity at the top of the acquired person's chain that is not controlled by any other entity.
The following individuals serve as executive officers of VeloPay and hold equity interests in the company:
None of the foregoing individuals, individually or collectively with other stockholders subject to a voting agreement, controls VeloPay within the meaning of the HSR Act regulations.
2(c) — Subsidiaries and Controlled Entities of Acquired Person
VeloPay Systems, Inc. owns and controls the following subsidiaries, each of which is wholly-owned:
1. VeloPay Processing LLC
•  Entity Type: Delaware limited liability company
•  Ownership: Wholly-owned by VeloPay Systems, Inc.
•  Principal Business: Operates VeloPay's core payment processing infrastructure, including merchant acquiring, card-present and card-not-present transaction processing, settlement, and related payment services
•  Address: 1455 Innovation Parkway, Suite 800, Austin, Texas 78759
2. VeloPay Canada Inc.
•  Entity Type: Ontario corporation (Canada)
•  Ownership: Wholly-owned by VeloPay Systems, Inc.
•  Principal Business: Conducts VeloPay's Canadian operations, including payment processing services for Canadian merchants and compliance with Canadian regulatory requirements
•  Address: 100 King Street West, Suite 5600, Toronto, Ontario M5X 1E1, Canada
3. VeloPay Europe, Unipessoal Lda.
•  Entity Type: Portuguese limitada (sociedade unipessoal)
•  Ownership: Wholly-owned by VeloPay Systems, Inc.
•  Principal Business: Operates VeloPay's Lisbon-based research and development center and manages European operations, including preliminary market development activities in the European Union
•  Address: Avenida da Liberdade, 245, 5.º andar, 1250-143 Lisbon, Portugal
4. VeloPay Fraud intelligence Inc.
•  Entity Type: Delaware corporation
•  Ownership: Wholly-owned by VeloPay Systems, Inc.
•  Principal Business: Develops and operates VeloPay's proprietary fraud detection and analytics software-as-a-service ("SaaS") product, marketed under the brand name "VeloShield," which provides real-time transaction monitoring, machine-learning-based fraud scoring, and chargeback management tools
•  Address: 7600 East Orchard Road, Suite 310, Denver, Colorado 80111
5. PayStream Gateway LLC
•  Entity Type: Delaware limited liability company
•  Ownership: Wholly-owned by VeloPay Systems, Inc.
•  Principal Business: Provides payment gateway technology enabling merchants to securely transmit transaction data between their point-of-sale systems or e-commerce platforms and the payment processing network
•  Acquisition History: PayStream Gateway LLC was acquired by VeloPay in 2021 for $45,000,000 in a combination of cash and VeloPay common stock
•  Address: 1455 Innovation Parkway, Suite 800, Austin, Texas 78759
An organizational chart of VeloPay and its subsidiaries is provided as Exhibit C to this Notification.
2(d) — Key Stockholders of Acquired Person
The following table sets forth the principal stockholders of VeloPay Systems, Inc. as of the date of the Merger Agreement (March 18, 2025):
The managing partners or managing directors of the principal institutional stockholders are as follows:
•  Ridgeline Ventures Fund III LP — Managing Partner: Kwame Asante
•  Apex Growth Partners II LP — Managing Partner: Catherine Lindström
•  Broadleaf Capital Partners LP — Managing Director: Graham Whitfield
Ridgeline Ventures Fund III LP, Apex Growth Partners II LP, and Nathan Aldridge, as holders of a combined 53.4% of VeloPay's outstanding common stock, together with Sonia Reyes-Watkins and certain other stockholders representing an additional approximately 9.7% of VeloPay's outstanding common stock (total: approximately 63.1%), have executed a Stockholder Support Agreement dated March 18, 2025, pursuant to which such stockholders have irrevocably consented in writing to the adoption and approval of the Merger Agreement and the Transaction, satisfying the stockholder approval condition under Delaware law and the Merger Agreement.
ITEM 3 — DESCRIPTION OF THE TRANSACTION
3(a) — Transaction Type
The Transaction is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law ("DGCL"). Specifically, Harrowgate Velocity Merger Sub Inc. ("Merger Sub"), a newly formed Delaware corporation and a direct, wholly-owned subsidiary of HPE Fund IV, will merge with and into VeloPay Systems, Inc., with VeloPay as the surviving corporation (the "Surviving Corporation"). At the effective time of the merger (the "Effective Time"), Merger Sub will cease to exist as a separate legal entity, and VeloPay will continue as the Surviving Corporation and a direct, wholly-owned subsidiary of HPE Fund IV.
The Transaction is governed by the Agreement and Plan of Merger, dated as of March 18, 2025, by and among HPE Fund IV, Merger Sub, and VeloPay (the "Merger Agreement"), a copy of which is attached as Exhibit A to this Notification. At the Effective Time, each share of VeloPay common stock issued and outstanding immediately prior to the Effective Time (other than shares held in treasury by VeloPay, shares held by HPE Fund IV or Merger Sub, and dissenting shares, if any) will be converted into the right to receive the per-share merger consideration of $20.00 in cash, without interest, subject to applicable withholding. The certificate of incorporation and bylaws of VeloPay, as the Surviving Corporation, will be amended and restated as of the Effective Time in the form set forth in the Merger Agreement.
3(b) — Aggregate Consideration / Transaction Value
The aggregate merger consideration for the Transaction is $1,900,000,000 (One Billion Nine Hundred Million Dollars), payable entirely in cash. The per-share merger consideration is $20.00 per share on a fully diluted, as-converted basis.
The fully diluted share count used to calculate the aggregate merger consideration is 95,000,000 shares, comprising the following:
The treatment of VeloPay's outstanding equity awards at the Effective Time is as follows:
(i) Stock Options. Each vested and outstanding stock option to purchase shares of VeloPay common stock will be cancelled at the Effective Time in exchange for a cash payment equal to the product of (x) the excess, if any, of $20.00 over the per-share exercise price of such option, multiplied by (y) the number of shares subject to such option (the "net spread"), less applicable tax withholdings. With respect to unvested stock options, 50% of such unvested options will accelerate and vest immediately prior to the Effective Time and will be cancelled for cash in the same manner as vested options, and the remaining 50% of such unvested options will be converted into replacement equity awards in the Surviving Corporation on economically equivalent terms, subject to the same vesting schedule.
(ii) Restricted Stock Units. Each outstanding RSU will fully accelerate and vest immediately prior to the Effective Time and will be cancelled in exchange for a cash payment of $20.00 per RSU, less applicable tax withholdings.
(iii) Warrants. Each outstanding warrant to purchase shares of VeloPay common stock will be cancelled at the Effective Time in exchange for a cash payment equal to the excess of $20.00 over the exercise price of $8.50, or $11.50 per warrant, multiplied by the number of shares subject to such warrant. The total warrant consideration is $11.50 × 1,800,000 = $20,700,000, less applicable tax withholdings.
3(c) — Valuation Metrics
The following valuation metrics are relevant to the Transaction:
VeloPay's FY2024 financial results were audited by Vance Thornbury & Co. LLP, Philadelphia, Pennsylvania, and the audited financial statements are available for review as part of the Item 4(c) document production. The valuation metrics set forth above are consistent with the financial analyses performed by Pendleton Hawkes & Co., financial advisor to HPE Fund IV, and Velthryn Greer & Associates, financial advisor to VeloPay, as described in Item 4(c) below.
3(d) — Transaction Agreement
The definitive agreement governing the Transaction is the Agreement and Plan of Merger, dated as of March 18, 2025 (the "Merger Agreement"), by and among:
(i) Harrowgate Private Equity Fund IV LP; (ii) Harrowgate Velocity Merger Sub Inc.; and (iii) VeloPay Systems, Inc.
The Merger Agreement, or relevant excerpts thereof, is attached as Exhibit A to this Notification, and is provided pursuant to 16 C.F.R. § 803.1(b). Confidential treatment has been requested for certain commercially sensitive provisions of the Merger Agreement, as described in the Confidential Treatment Request accompanying this Notification.
3(e) — Financing of the Transaction
The aggregate merger consideration of $1,900,000,000, together with estimated transaction costs and the refinancing of VeloPay's existing indebtedness, will be funded from the following sources:
Uses of Funds:
Note: The difference between Total Sources and Total Uses will be funded from VeloPay cash on hand and working capital adjustments as provided in the Merger Agreement.
Equity Commitment:
The equity contribution from HPE Fund IV is supported by an Equity Commitment Letter, executed on February 14, 2025, by Harrowgate Capital Management IV LLC, as general partner of HPE Fund IV, on behalf of HPE Fund IV. Pursuant to the Equity Commitment Letter, HPE Fund IV has committed to fund up to $1,140,000,000 in equity capital at or prior to the closing of the Transaction, subject to the terms and conditions of the Merger Agreement and the Equity Commitment Letter. A copy of the Equity Commitment Letter is attached as part of Exhibit A.
Debt Financing:
The debt financing for the Transaction is supported by a Debt Commitment Letter, executed on February 14, 2025 (Reference: CRE-2025-SPF-0441), by Tralvendo National Bank and Prairie State Bank, N.A., pursuant to which those institutions have committed to provide the following credit facilities:
(i) Senior Secured Term Loan: $500,000,000 from Tralvendo National Bank, 100 Federal Street, 30th Floor, Boston, Massachusetts 02110. Tralvendo National Bank will serve as lead arranger and administrative agent for the term loan. The term loan will have a 7-year maturity and will bear interest at SOFR plus 375 basis points, subject to customary SOFR floor provisions.
(ii) Senior Secured Revolving Credit Facility: $260,000,000 from Prairie State Bank, N.A., 231 South LaSalle Street, Suite 4400, Chicago, Illinois 60604. Prairie State Bank will serve as co-arranger. The revolving credit facility will have a 5-year maturity and will bear interest at SOFR plus 325 basis points. The estimated draw on the revolving facility at closing is approximately $254,700,000.
A copy of the Debt Commitment Letter is attached as part of Exhibit A.
Refinancing of Existing Indebtedness:
VeloPay's existing indebtedness of $112,000,000, held by Meridian Commercial Credit Corp. (599 Lexington Avenue, 26th Floor, New York, New York 10022), will be repaid in full at or prior to closing. The refinancing of such existing indebtedness is a condition to the closing of the Transaction.
3(f) — Conditions to Closing
The obligations of the parties to consummate the Transaction are subject to the satisfaction or waiver of the following conditions precedent, among others:
(i) HSR Act Clearance. The expiration or early termination of the waiting period applicable to the Transaction under the HSR Act, 15 U.S.C. § 18a (this Notification constitutes the required filing to commence such waiting period).
(ii) VeloPay Stockholder Approval. The adoption and approval of the Merger Agreement by the holders of a majority of the outstanding shares of VeloPay common stock entitled to vote thereon, as required by Section 251 of the DGCL. This condition was satisfied at signing on March 18, 2025, by delivery of a written consent executed by stockholders holding approximately 63.1% of VeloPay's outstanding common stock, pursuant to the Stockholder Support Agreement dated March 18, 2025.
(iii) Investment Canada Act Notification and Clearance. Because VeloPay Canada Inc. is an Ontario corporation with operations in Canada, the Transaction is subject to notification and, if applicable, review under the Investment Canada Act. A notification under the Investment Canada Act will be filed in connection with the closing of the Transaction.
(iv) State Money Transmitter Change-of-Control Approvals. VeloPay holds money transmitter licenses in 47 states and the District of Columbia. Change-of-control approvals or notifications are required in 31 of those jurisdictions. Applications for change-of-control approval are being filed on a rolling basis in each applicable jurisdiction, and the parties are working cooperatively with state regulators to obtain all required approvals prior to closing.
(v) No Material Adverse Effect. No Material Adverse Effect (as defined in the Merger Agreement) shall have occurred with respect to VeloPay between the signing date and the closing date.
(vi) Other Customary Closing Conditions. The Transaction is also subject to other customary closing conditions, including the accuracy of representations and warranties (subject to customary materiality qualifiers), compliance with covenants, delivery of officer's certificates, and the absence of any governmental order or injunction prohibiting the consummation of the Transaction.
3(g) — Expected Closing Date
The Transaction is expected to close during the third quarter of 2025, subject to the receipt of all regulatory clearances and the satisfaction of the other conditions to closing set forth in the Merger Agreement. The parties are committed to working cooperatively to obtain all required approvals and to close the Transaction as promptly as practicable.
ITEM 4 — DOCUMENTS
4(a) — Transaction-Related Documents
The following transaction-related documents are attached to or filed with this Notification:
1.  Agreement and Plan of Merger, dated as of March 18, 2025, by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and VeloPay Systems, Inc. (attached as Exhibit A). Confidential treatment has been requested for certain commercially sensitive provisions, as described in the Confidential Treatment Request.
2.  Stockholder Support Agreement, dated as of March 18, 2025, by and among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc., and certain stockholders of VeloPay Systems, Inc.
3.  Equity Commitment Letter, dated February 14, 2025, by Harrowgate Capital Management IV LLC on behalf of Harrowgate Private Equity Fund IV LP.
4.  Debt Commitment Letter, dated February 14, 2025 (Reference: CRE-2025-SPF-0441), by Tralvendo National Bank and Prairie State Bank, N.A., addressed to Harrowgate Private Equity Fund IV LP and Harrowgate Velocity Merger Sub Inc.
5.  Limited Guarantee, dated as of March 18, 2025, by Harrowgate Private Equity Fund IV LP in favor of VeloPay Systems, Inc., guaranteeing certain obligations of Merger Sub under the Merger Agreement, including the payment of the reverse termination fee.
4(b) — Annual Reports and SEC Filings
VeloPay Systems, Inc. is a privately held company and does not file annual reports or other periodic reports with the United States Securities and Exchange Commission. Accordingly, no SEC filings are available for VeloPay.
Harrowgate Private Equity Fund IV LP is a private investment fund and does not file annual reports or other periodic reports with the Securities and Exchange Commission. HPE Fund IV's investment adviser, Harrowgate Capital Management LLC (the parent management company), is registered as an investment adviser with the SEC and files Form ADV, but HPE Fund IV itself does not publish or file annual reports.
Because neither the Acquiring Person nor the Acquired Person files annual reports with the SEC, no annual reports are enclosed with this Notification. Available financial information for VeloPay is provided under Item 6 of this Notification, and available financial information for HPE Fund IV and its portfolio companies is provided under Item 5 and in Exhibit E.
4(c) — Other Documents — Studies, Surveys, Analyses
Pursuant to 16 C.F.R. § 803.1(b) and the Instructions to the Notification and Report Form, the filing person has conducted a diligent search for and is producing all documents prepared by or for officers or directors of HPE Fund IV or its general partner, Harrowgate Capital Management IV LLC, that evaluate or relate to the proposed acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.
The following categories of Item 4(c) responsive documents have been identified, reviewed for privilege, and produced or logged as appropriate:
(i) Buyer's Financial Advisor Materials. Documents prepared by Pendleton Hawkes & Co. (383 Madison Avenue, 17th Floor, New York, New York 10179; Lead Managing Director: David Constantinou) in connection with the Transaction, including financial analyses, valuation materials, and presentation decks prepared for the investment committee of Harrowgate Capital Management IV LLC. These materials are produced as part of the Item 4(c) document production.
(ii) Investment Committee Materials. Internal investment committee memoranda and presentations prepared by the deal team of Harrowgate Capital Management IV LLC for the HPE Fund IV investment committee, to the extent such materials address market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets.
(iii) Seller's Financial Advisor Materials. Velthryn Greer & Associates (2000 McKinney Avenue, Suite 1500, Dallas, Texas 75201; Lead Managing Director: Patricia Navarro) served as the exclusive financial advisor to VeloPay Systems, Inc. and its Board of Directors in connection with the Transaction and delivered a fairness opinion to VeloPay's Board. To the extent that materials prepared by Velthryn Greer & Associates were received or reviewed by officers or directors of HPE Fund IV or its general partner and are responsive to Item 4(c), they have been produced.
(iv) Privilege Log. Certain documents otherwise responsive to Item 4(c) have been withheld on the basis of attorney-client privilege, the work product doctrine, or other applicable privileges. A privilege log identifying each such withheld document, including the date, author, recipient, and basis for the privilege claim, is included in Exhibit D to this Notification.
An index of all Item 4(c) responsive documents produced with this Notification is provided in Exhibit D.
ITEM 5 — INFORMATION ABOUT THE ACQUIRING PERSON
5(a) — Revenue Data
Harrowgate Private Equity Fund IV LP is a private equity fund and does not itself generate operating revenue. HPE Fund IV's income consists of returns on its portfolio investments, management fees, and other fund-level income. For purposes of this Item 5, the revenue information set forth below relates to HPE Fund IV's portfolio companies that operate in product or service lines potentially relevant to the competitive overlap analysis described in Item 7.
HPE Fund IV has total committed capital of $6.8 billion (vintage 2022) and pursues a strategy of growth and buyout investments in financial services technology, infrastructure software, and data analytics. As of the date of this filing, HPE Fund IV holds three prior platform investments in the payments and financial infrastructure sectors, as follows:
ClearBridge Payment Solutions, Inc.
•  FY2024 Revenue: $147,000,000
•  Primary NAICS Code: 522320 (Financial Transactions Processing, Reserve, and Clearinghouse Activities)
•  Secondary NAICS Code: 511210 (Software Publishers)
•  Description: B2B payment automation and accounts payable solutions
•  Revenue reported by NAICS code is set forth in Exhibit E.
Stratos Data Systems LLC
•  FY2024 Revenue: $93,500,000
•  Primary NAICS Code: 518210 (Computing Infrastructure Providers, Data Processing, Web Hosting, and Related Services)
•  Secondary NAICS Code: 511210 (Software Publishers)
•  Description: Cloud-based data infrastructure and analytics solutions for financial institutions
•  Revenue reported by NAICS code is set forth in Exhibit E.
Pinnacle Ledger Technologies, Inc.
•  FY2024 Revenue: $38,200,000
•  Primary NAICS Code: 522320 (Financial Transactions Processing, Reserve, and Clearinghouse Activities)
•  Secondary NAICS Code: 518210 (Computing Infrastructure Providers, Data Processing, Web Hosting, and Related Services)
•  Description: Distributed ledger and real-time settlement infrastructure for institutional payment networks
•  Revenue reported by NAICS code is set forth in Exhibit E.
Detailed NAICS code revenue tables for each of the above portfolio companies, including breakdowns by 6-digit NAICS code, are provided in Exhibit E.
5(b) — NAICS Code Classification
The following NAICS codes are relevant to HPE Fund IV's portfolio companies that operate in the payments and financial technology sector:
Revenue for each portfolio company, organized by NAICS code, is reported in Exhibit E. The NAICS code classifications set forth above are based on the primary and secondary activities of each portfolio company, as determined by reference to the North American Industry Classification System Manual (2022 edition) and the applicable NAICS code definitions.
ITEM 6 — INFORMATION ABOUT THE ACQUIRED PERSON
6(a) — Revenue Data for VeloPay Systems, Inc. and Subsidiaries
The following financial data is for VeloPay Systems, Inc. on a consolidated basis (including all wholly-owned subsidiaries) for its fiscal year ended December 31, 2024:
VeloPay's FY2024 financial statements were audited by Vance Thornbury & Co. LLP, located at 1700 Market Street, Suite 2900, Philadelphia, Pennsylvania 19103. The engagement partner for the VeloPay audit was Robert Paulsen.
As of the date of this filing, VeloPay employs approximately 1,340 individuals across its four principal office locations:
•  Austin, Texas (headquarters) — approximately 680 employees
•  Denver, Colorado — approximately 290 employees
•  Toronto, Ontario, Canada — approximately 210 employees
•  Lisbon, Portugal — approximately 160 employees
Revenue data for VeloPay organized by NAICS code is set forth in Exhibit E.
6(b) — Business Description
VeloPay Systems, Inc. operates a cloud-native payments processing and merchant acquiring platform focused on serving mid-market and enterprise customers. Founded in 2014 by Nathan Aldridge and Sonia Reyes-Watkins, VeloPay has grown into a significant participant in the U.S. payments processing market, with approximately $87 billion in annualized gross payment volume processed across more than 14,000 merchants.
VeloPay's revenue is derived from three principal sources:
(i) Interchange-Plus Processing Fees. VeloPay charges merchants processing fees on a per-transaction basis, calculated as the applicable interchange rate set by the card networks (Pinnacle Enterprises, Hollowell Partners LLC, etc.) plus a markup. This represents the largest component of VeloPay's revenue.
(ii) SaaS Subscription Fees. VeloPay offers a suite of software-as-a-service products, including its proprietary analytics dashboard (branded "VeloInsight") and its fraud detection suite (branded "VeloShield"), which are sold on a monthly or annual subscription basis. These SaaS products are developed and operated primarily through VeloPay Fraud intelligence Inc. (for VeloShield) and the parent company (for VeloInsight).
(iii) Gateway Transaction Fees. Through its subsidiary PayStream Gateway LLC, VeloPay provides payment gateway technology that enables merchants to securely transmit transaction data between their point-of-sale systems or e-commerce platforms and the acquiring processing network. Gateway fees are charged on a per-transaction or monthly basis.
VeloPay's operations are conducted through the following subsidiaries, each of which is wholly-owned:
•  VeloPay Processing LLC: Operates VeloPay's core payment processing infrastructure, including merchant acquiring, transaction authorization, clearing, and settlement.
•  VeloPay Canada Inc.: Conducts VeloPay's Canadian operations, serving Canadian merchants and ensuring compliance with applicable Canadian payment industry regulations, including those of the Financial Consumer Agency of Canada.
•  VeloPay Europe, Unipessoal Lda.: Operates VeloPay's Lisbon-based research and development center, which focuses on machine learning, artificial intelligence, and advanced analytics capabilities for VeloPay's platform. VeloPay Europe also manages preliminary market development activities in the European Union.
•  VeloPay Fraud intelligence Inc.: Develops and operates VeloPay's proprietary fraud detection and analytics SaaS product, VeloShield, which provides real-time transaction monitoring, machine-learning-based fraud scoring, chargeback management, and compliance tools.
•  PayStream Gateway LLC: Provides payment gateway technology acquired by VeloPay in 2021 for $45,000,000. PayStream's gateway platform has been integrated into VeloPay's broader payments infrastructure and serves as the front-end gateway layer for VeloPay's merchant customers.
VeloPay's customer base is concentrated in the mid-market and enterprise segments, with the company's top 100 merchants accounting for approximately 38% of total gross payment volume. VeloPay serves merchants across a wide range of verticals, including e-commerce, retail, hospitality, healthcare, software platforms, and professional services.
6(c) — NAICS Code Classification for VeloPay
The following NAICS codes are applicable to VeloPay Systems, Inc. and its subsidiaries:
VeloPay's primary NAICS code is 522320, which accounts for the majority of its consolidated revenue. VeloPay's SaaS subscription revenue is classified under NAICS 511210. A detailed revenue breakdown by NAICS code is provided in Exhibit E.
ITEM 7 — OVERLAP AND COMPETITIVE ANALYSIS INFORMATION
7(a) — Horizontal Overlap
As described in Items 5 and 6, both the Acquiring Person (through certain HPE Fund IV portfolio companies) and the Acquired Person (VeloPay) derive revenue from activities classified under the same NAICS codes, specifically NAICS 522320 (Financial Transactions Processing, Reserve, and Clearinghouse Activities) and NAICS 511210 (Software Publishers). The following analysis addresses the nature and extent of any horizontal overlap.
NAICS 522320 — Financial Transactions Processing, Reserve, and Clearinghouse Activities
HPE Fund IV portfolio companies ClearBridge Payment Solutions, Inc. and Pinnacle Ledger Technologies, Inc. both derive revenue classified under NAICS 522320. VeloPay's primary revenue, derived from interchange-plus processing fees and gateway transaction fees, is also classified under NAICS 522320.
However, the specific activities of the HPE Fund IV portfolio companies within NAICS 522320 are substantially different from VeloPay's activities:
(i) ClearBridge Payment Solutions, Inc. provides business-to-business payment automation and accounts payable solutions. ClearBridge's customers are primarily corporate accounts payable departments and financial controllers, and its services focus on automating vendor payments, invoice management, and electronic payment initiation. ClearBridge does not provide consumer-facing or merchant-facing payment processing services, merchant acquiring, or payment gateway services. ClearBridge's B2B payment automation platform does not compete directly with VeloPay's merchant acquiring and payment processing platform, as the two companies serve fundamentally different customer segments (B2B corporate AP departments vs. merchant acquiring for mid-market and enterprise merchants) and provide distinct product offerings.
(ii) Pinnacle Ledger Technologies, Inc. provides distributed ledger and real-time settlement infrastructure for institutional payment networks, including interbank settlement, cross-border payment infrastructure, and tokenized asset settlement. Pinnacle's customers are primarily large financial institutions, central counterparties, and payment networks. Pinnacle does not provide merchant acquiring, consumer or merchant payment processing, payment gateway, or fraud detection services. Pinnacle's real-time settlement infrastructure operates at a fundamentally different layer of the payments ecosystem than VeloPay's merchant-facing processing and acquiring platform.
Accordingly, while both HPE Fund IV portfolio companies and VeloPay generate revenue classified under NAICS 522320, the Acquiring Person respectfully submits that there is no meaningful horizontal competitive overlap in the relevant product markets.
NAICS 511210 — Software Publishers
HPE Fund IV portfolio companies ClearBridge Payment Solutions, Inc. and Stratos Data Systems LLC derive a portion of their revenue from activities classified under NAICS 511210. VeloPay's SaaS subscription revenue (for VeloInsight analytics and VeloShield fraud detection) is also classified under NAICS 511210.
(i) ClearBridge Payment Solutions, Inc. derives NAICS 511210 revenue from its B2B payment automation software platform, which is sold to corporate AP departments. This software is not a fraud detection or payments analytics product and does not compete with VeloPay's VeloInsight or VeloShield SaaS offerings.
(ii) Stratos Data Systems LLC derives NAICS 511210 revenue from its business intelligence and regulatory reporting automation tools for financial institutions. Stratos's products are enterprise data infrastructure and analytics solutions sold primarily to banks, insurance companies, and asset managers. These products do not compete with VeloPay's merchant-facing payments analytics dashboard or fraud detection suite.
The Acquiring Person submits that there is no meaningful horizontal competitive overlap in software publishing between the HPE Fund IV portfolio companies and VeloPay.
Summary of 6-Digit NAICS Code Overlap Analysis
7(b) — Vertical Relationships
The Acquiring Person has analyzed whether any vertical relationships exist between HPE Fund IV portfolio companies and VeloPay, including potential supplier-customer relationships in payments infrastructure, software licensing, and data analytics.
Based on this analysis, the Acquiring Person has identified no existing or anticipated vertical relationships between HPE Fund IV portfolio companies and VeloPay. Specifically:
(i) VeloPay does not purchase products or services from ClearBridge, Stratos, or Pinnacle, and none of those companies purchase products or services from VeloPay.
(ii) There are no licensing arrangements, data-sharing agreements, referral agreements, or other commercial relationships between any HPE Fund IV portfolio company and VeloPay or any of its subsidiaries.
(iii) While it is theoretically possible that Stratos Data Systems' cloud-based data infrastructure products could be used by a payment processing company such as VeloPay, no such relationship currently exists, and the Transaction was not motivated by any contemplated vertical integration between Stratos and VeloPay.
7(c) — Market Definition Considerations
For purposes of this filing, the Acquiring Person provides the following analysis of relevant product and geographic markets:
Relevant Product Markets:
(i) Payment Processing Services. The processing of electronic payment transactions (credit card, debit card, and ACH) for merchants, including authorization, clearing, and settlement. VeloPay competes in this market through VeloPay Processing LLC.
(ii) Merchant Acquiring Services. The provision of merchant accounts and acquiring services, enabling merchants to accept electronic payments. VeloPay serves as the merchant acquirer or acts as a payment facilitator for its merchant customers.
(iii) Payment Gateway Services. The provision of technology that enables merchants to transmit transaction data securely from their point-of-sale or e-commerce platforms to the payment processing network. VeloPay competes in this market through PayStream Gateway LLC.
(iv) Fraud Detection and Prevention Software. The development and sale of software tools for detecting, preventing, and managing payment fraud, including real-time transaction monitoring and machine-learning-based fraud scoring. VeloPay competes in this market through VeloPay Fraud intelligence Inc. and its VeloShield product.
(v) Payments Analytics SaaS. Cloud-based analytics tools providing merchants with insights into transaction data, customer behavior, and business performance. VeloPay competes in this market through its VeloInsight product.
Relevant Geographic Markets:
(i) United States (primary). VeloPay's principal market is the United States, where it processes the vast majority of its transaction volume and serves over 14,000 merchants. VeloPay holds money transmitter licenses in 47 states and the District of Columbia.
(ii) Canada. VeloPay conducts operations in Canada through VeloPay Canada Inc., an Ontario corporation, serving Canadian merchants.
(iii) Europe / Portugal. VeloPay maintains a research and development center in Lisbon, Portugal, through VeloPay Europe, Unipessoal Lda., and has begun preliminary market development activities in the European Union. VeloPay's European revenue is currently minimal.
VeloPay's Market Position:
VeloPay is a significant but not dominant participant in the U.S. payments processing market. With approximately $87 billion in annualized gross payment volume, VeloPay processes a fraction of the total U.S. card payment volume, which exceeded $10 trillion in 2024 according to the Granite Harbor Holdings. The U.S. payments processing market is highly competitive, with numerous large and well-capitalized competitors, including Tarrant Group (through its First Data subsidiary), Cascade Holdings, FIS (Sundial & Co.), Pinnacle Holdings (Square), Vireo Solutions, Tidewater & Co., Ostrander & Co., and numerous other processors, acquirers, and payment facilitators. VeloPay's market share by gross payment volume is estimated to be less than 1% of the total U.S. market.
The Acquiring Person respectfully submits that the Transaction does not raise competitive concerns in any relevant product or geographic market. The horizontal overlaps identified in Item 7(a) are de minimis and involve distinct products and customer segments. There are no vertical relationships between the Acquiring Person and the Acquired Person. VeloPay's market position, while meaningful in the mid-market and enterprise segments, represents a small fraction of the overall U.S. payments processing market, and the Transaction will not result in any material increase in concentration in any relevant market.
ITEM 8 — MINORITY SHAREHOLDINGS AND PRIOR ACQUISITIONS
8(a) — Minority Holdings
The Acquiring Person has conducted a review of all minority shareholdings held by HPE Fund IV or its controlled entities in companies that compete with VeloPay Systems, Inc. in the product markets identified in Item 7(c) above.
Based on this review, HPE Fund IV and its controlled entities do not hold any minority equity positions in competitors of VeloPay in the payment processing, merchant acquiring, payment gateway, fraud detection, or payments analytics markets. HPE Fund IV's three portfolio company investments in the payments and financial infrastructure sectors (ClearBridge Payment Solutions, Inc., Stratos Data Systems LLC, and Pinnacle Ledger Technologies, Inc.) are each majority-controlled positions and are disclosed in Item 1(d) above.
Rollover Equity:
For completeness, the Acquiring Person notes that certain members of VeloPay's management team have agreed to roll over a portion of their merger proceeds into Harrowgate Velocity Co-Invest LP, the co-investment vehicle formed in connection with the Transaction, as follows:
•  Nathan Aldridge (CEO & Co-Founder): Rollover equity of $14,200,000
•  Sonia Reyes-Watkins (CTO & Co-Founder): Rollover equity of $9,700,000
•  Total Rollover: $23,900,000
These rollover equity amounts represent a portion of the merger proceeds that would otherwise be payable to Mr. Aldridge and Ms. Reyes-Watkins at closing. The rollover equity will be invested in Harrowgate Velocity Co-Invest LP, which will invest alongside HPE Fund IV in the Surviving Corporation. These are not competitor holdings but are disclosed for completeness.
8(b) — Prior Acquisitions
The following acquisitions have been made by HPE Fund IV or its controlled entities within the last five years in NAICS codes 522320, 518210, and 511210:
Each of these acquisitions is described in greater detail in Item 1(d) and Item 5(a) of this Notification. No other acquisitions have been made by HPE Fund IV or its controlled entities within the last five years in the identified NAICS codes.
CERTIFICATION
Pursuant to 16 C.F.R. § 803.5, I hereby certify that the information contained in this Notification and Report Form, including all exhibits, appendices, and attachments, is true, correct, and complete to the best of the filing person's knowledge and belief, formed after reasonable inquiry. I am authorized to execute this certification on behalf of Harrowgate Private Equity Fund IV LP, the filing person, in my capacity as legal counsel to HPE Fund IV, and I have been duly authorized by HPE Fund IV to execute this certification.
This certification is executed under penalties of perjury as prescribed by 18 U.S.C. § 1621.
CALDERWOOD & HARKNESS LLP As Authorized Representative of Harrowgate Private Equity Fund IV LP
By: ________
Name: Howard Bellamy
Title: Specialist Partner, Antitrust & Competition
Date: April 2, 2025
EXHIBITS AND APPENDICES
EXHIBIT A — Agreement and Plan of Merger (Execution Version, March 18, 2025)
Attached hereto is the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 18, 2025, by and among:
(i) Harrowgate Private Equity Fund IV LP; (ii) Harrowgate Velocity Merger Sub Inc.; and (iii) VeloPay Systems, Inc.
The Merger Agreement is provided in its full execution version, or relevant excerpts thereof, as required by 16 C.F.R. § 803.1(b). Confidential treatment has been requested for certain commercially sensitive provisions contained in the Merger Agreement, including (without limitation) certain indemnification thresholds, termination fee amounts, specific representations and warranties regarding proprietary technology, and detailed financial covenants. The basis for the confidential treatment request is set forth in the Confidential Treatment Request accompanying this Notification.
Also included within this Exhibit A are the following ancillary transaction documents:
•  Stockholder Support Agreement, dated as of March 18, 2025
•  Equity Commitment Letter, dated February 14, 2025
•  Debt Commitment Letter, dated February 14, 2025 (Reference: CRE-2025-SPF-0441)
•  Limited Guarantee, dated as of March 18, 2025
EXHIBIT B — Organizational Chart of the Acquiring Person
Attached hereto is an organizational chart depicting the structure of the Acquiring Person, including the following entities and relationships:
Pre-Closing Structure:
•  Harrowgate Private Equity Fund IV LP (Delaware LP; Ultimate Parent Entity)
•  General Partner: Harrowgate Capital Management IV LLC (Delaware LLC)
•  Direct Subsidiary: Harrowgate Velocity Merger Sub Inc. (Delaware corporation; acquisition subsidiary)
•  Co-Invest Vehicle: Harrowgate Velocity Co-Invest LP (Delaware LP; general partner: Harrowgate Capital Management IV LLC)
Post-Closing Structure:
•  Harrowgate Private Equity Fund IV LP (Delaware LP; Ultimate Parent Entity)
•  General Partner: Harrowgate Capital Management IV LLC (Delaware LLC)
•  Direct Subsidiary: VeloPay Systems, Inc. (Delaware corporation; Surviving Corporation)
•  VeloPay Processing LLC (Delaware LLC; wholly-owned)
•  VeloPay Canada Inc. (Ontario corporation; wholly-owned)
•  VeloPay Europe, Unipessoal Lda. (Portuguese limitada; wholly-owned)
•  VeloPay Fraud intelligence Inc. (Delaware corporation; wholly-owned)
•  PayStream Gateway LLC (Delaware LLC; wholly-owned)
•  Co-Invest Vehicle: Harrowgate Velocity Co-Invest LP (Delaware LP; investing alongside HPE Fund IV)
Note: Merger Sub ceases to exist at the Effective Time of the merger.
EXHIBIT C — Organizational Chart of the Acquired Person
Attached hereto is an organizational chart depicting the corporate structure of VeloPay Systems, Inc. (the Acquired Person) as of the date of this filing:
VeloPay Systems, Inc. (Delaware corporation)
•  VeloPay Processing LLC — Delaware LLC; 100% owned
•  VeloPay Canada Inc. — Ontario corporation; 100% owned
•  VeloPay Europe, Unipessoal Lda. — Portuguese limitada (sociedade unipessoal); 100% owned
•  VeloPay Fraud intelligence Inc. — Delaware corporation; 100% owned
•  PayStream Gateway LLC — Delaware LLC; 100% owned (acquired 2021; $45M)
Key Stockholders of VeloPay Systems, Inc.:
EXHIBIT D — 4(c) Documents
Index of Item 4(c) Responsive Documents Produced
The following is an index of all documents produced in response to Item 4(c) of the Notification and Report Form. Documents are numbered sequentially and identified by Bates number range, date, author, recipient, and general description.
A complete index of Item 4(c) documents is provided in the accompanying production. Due to the volume of documents produced, the full index is set forth in a separately bound appendix, cross-referenced by Bates number. The index identifies each document by document number, Bates range, date, author(s), recipient(s), and a brief description of the subject matter.
Privilege Log.  Certain documents otherwise responsive to Item 4(c) have been withheld from production on the basis of the attorney-client privilege, the attorney work product doctrine, or other applicable privileges. A privilege log identifying each withheld document is provided below, including the date, author, recipient, and specific basis for the privilege assertion.
The privilege log is set forth in a separately bound appendix accompanying this Notification. Each entry in the privilege log identifies the document by sequential number, date, author(s), recipient(s), general subject matter, and the specific privilege(s) asserted.
EXHIBIT E — Revenue Data Tables
Revenue by NAICS Code — Acquiring Person (HPE Fund IV Portfolio Companies)
ClearBridge Payment Solutions, Inc. — FY2024
Stratos Data Systems LLC — FY2024
Pinnacle Ledger Technologies, Inc. — FY2024
Revenue by NAICS Code — Acquired Person (VeloPay Systems, Inc. and Subsidiaries)
VeloPay Systems, Inc. (Consolidated) — FY2024
EXHIBIT F — Filing Fee Calculation
The filing fee for this Notification is calculated as follows, pursuant to 15 U.S.C. § 18a(b) and the fee schedule promulgated by the Federal Trade Commission:
The specific filing fee amount has been calculated pursuant to the fee schedule in effect as of the filing date (April 2, 2025) and remitted contemporaneously with the submission of this Notification. The filing fee calculation worksheet is maintained in the files of Calderwood & Harkness LLP and is available for review upon request.
CONFIDENTIAL TREATMENT REQUEST
Request for Confidential Treatment of Certain Business Information
Pursuant to 16 C.F.R. § 803.7 and the Freedom of Information Act, 5 U.S.C. § 552, Harrowgate Private Equity Fund IV LP, through its counsel Calderwood & Harkness LLP, hereby requests confidential treatment of certain business information contained in this Notification and Report Form and the accompanying exhibits.
Basis for Request. The information for which confidential treatment is requested constitutes confidential commercial or financial information within the meaning of Exemption 4 of the Freedom of Information Act, 5 U.S.C. § 552(b)(4), and/or trade secrets within the meaning of 18 U.S.C. § 1905. Disclosure of this information would cause substantial competitive harm to the filing person, the acquired person, and/or third parties. The information was provided to the filing agencies voluntarily or pursuant to regulatory requirements and is not otherwise publicly available.
Specific Categories of Information for Which Confidential Treatment Is Requested:
(i) Fee Letter Terms. The specific terms and conditions of the debt financing commitment letters, including pricing terms (interest rate spreads, commitment fees, and other economic terms), covenants, and conditions precedent, which constitute proprietary financial terms negotiated between the filing person and its financing sources and are not publicly available.
(ii) Detailed Portfolio Company Financial Information. Revenue, profitability, and other financial data for HPE Fund IV's portfolio companies (ClearBridge Payment Solutions, Inc., Stratos Data Systems LLC, and Pinnacle Ledger Technologies, Inc.), which are privately held companies that do not publicly report their financial results. Disclosure of this information would cause competitive harm to each portfolio company by revealing proprietary financial metrics to competitors and customers.
(iii) Item 4(c) Documents Containing Competitively Sensitive Business Strategy and Internal Analyses. The Item 4(c) do