Form SCHEDULE 13D/A Stablecoin Development Filed by: Sky Frontier Foundation
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Stablecoin Development Corp (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
(CUSIP Number) |
David Garcia PO Box 144, 9 Forum Lane, Suite 3119, Camana Bay, George Town, E9, KY 1-9006 345-749-9601 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/15/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Sky Frontier Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Non-U.S. Foundation
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 27, 2026 (the "Original Schedule 13D") by Sky Frontier Foundation (the "Reporting Person") relating to the common stock, $0.01 par value per share (the "Common Stock"), of Stablecoin Development Corp (the "Issuer"). Capitalized terms used but not defined in this Amendment have the meanings given to them in the Original Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Original Schedule 13D remains in full force and effect.
This Amendment is being filed to report a change in the Reporting Person's beneficial ownership percentage resulting from an increase in the number of outstanding shares of Common Stock. As reported in the Issuer's Current Report on Form 8-K filed on June 17, 2026, following the cashless exercise by R01 Fund LP and Framework Ventures IV L.P. of their October 2025 pre-funded warrants, 50,449,780 shares of Common Stock were issued and outstanding as of June 15, 2026. As a result of the increased number of outstanding shares, the 4,000,000 shares of Common Stock issuable to the Reporting Person upon exercise of the first tranche of the Warrant within 60 days no longer exceed the Beneficial Ownership Limitation, and the Reporting Person is now deemed to beneficially own those 4,000,000 shares, representing approximately 7.4% of the outstanding Common Stock.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share |
| (b) | Name of Issuer:
Stablecoin Development Corp |
| (c) | Address of Issuer's Principal Executive Offices:
2000 Powell Street, Suite 1150, Emeryville,
CALIFORNIA
, 94608. |
| Item 4. | Purpose of Transaction |
As described in this Amendment, the number of outstanding shares of Common Stock increased to 50,449,780 as of June 15, 2026. As a consequence, the first tranche of 4,000,000 shares underlying the Warrant, which became exercisable on July 16, 2026, no longer exceeds the Beneficial Ownership Limitation. The Reporting Person has not exercised any portion of the Warrant, does not currently hold any shares of Common Stock, and has not changed the investment intent described in the Original Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of June 15, 2026, the Reporting Person may be deemed to beneficially own 4,000,000 shares of Common Stock, representing approximately 7.4% of the outstanding Common Stock. The percentage is calculated based on 50,449,780 shares of Common Stock outstanding as of June 15, 2026, as reported in the Issuer's Current Report on Form 8-K filed on June 17, 2026, plus the 4,000,000 shares issuable to the Reporting Person upon exercise of the first tranche of the Warrant within 60 days. Because 4,000,000 shares no longer exceed the Beneficial Ownership Limitation, the full first tranche is included in the Reporting Person's beneficial ownership. The Reporting Person disclaims beneficial ownership of any shares of Common Stock issuable upon exercise of the Warrant in excess of the Beneficial Ownership Limitation, including the second and third tranches, which are not exercisable within 60 days. |
| (b) | Upon and following exercise of the Warrant, the Reporting Person will have sole voting power and sole dispositive power with respect to the 4,000,000 shares issuable upon such exercise. The Reporting Person does not currently have voting or dispositive power over any shares of Common Stock. |
| (c) | Except as described in this Amendment, the Reporting Person has not effected any transaction in the Common Stock during the past 60 days. The change in the Reporting Person's beneficial ownership percentage resulted solely from the increase in the Issuer's outstanding shares of Common Stock described in this Amendment, and not from any acquisition or disposition of securities by the Reporting Person. |
| (d) | Not applicable. |
| (e) | Not applicable. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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