[D/A] Sabio Holdings Inc. SEC Filing

Rhea-AI Filing Summary

Sabio Holdings Inc. completed a private offering under Regulation D (Rule 506(b)) raising $461,038, with the full amount sold and 2 investors participating. The issuance combined debentures (principal CAD$637,850 at the stated exchange rate) and a bonus share component equal to 5% of principal delivered as 60,173 bonus common shares at a deemed price of CAD$0.53 per share. The offering included both equity and debt securities and reported no sales commissions or finders' fees, and indicated $0 of proceeds paid to named officers, directors or promoters.

Positive

• Offering fully subscribed for the disclosed amount of $461,038, indicating successful capital raising for the targeted round
• No sales commissions or finders' fees reported, preserving more proceeds for the issuer
• No proceeds paid to named officers, directors, or promoters (stated as $0), reducing related-party payment concerns
• Bonus-share component equal to 5% of principal provides an equity incentive to subscribers without immediate cash outlay

Negative

• Modest raise size ($461,038) may be insufficient for material expansion or large initiatives for a public company
• Concentrated investor base with only 2 investors disclosed, which may limit broader investor validation and support
• Potential dilution from issuance of 60,173 bonus shares at a deemed price of CAD$0.53 per share

Insights

Financial Analyst

TL;DR: Small, fully-sold Reg D raise combining debt and equity—limited immediate financial impact but avoids intermediary fees.

The $461K raise is modest relative to typical public-company financings and is structured as debentures plus bonus shares, which preserves liquidity while providing equity sweeteners to subscribers. Absence of sales commissions and stated $0 paid to insiders improves capital efficiency. With only two investors disclosed, the capital base is concentrated, which may limit broader market validation but suits targeted private placements. Overall, this is a routine, small-scale financing rather than a transformative capital event.

Corporate Governance Expert

TL;DR: Governance disclosure is standard; key officers and directors are named and no related-party proceeds were reported.

The Form D names multiple executive officers and directors with a common business address, and certifies that no offering proceeds were allocated to those named persons. The filing claims a Rule 506(b) exemption and documents the full subscription amount and investor count. These elements support regulatory transparency for this exempt offering, though the small investor base and bonus-share issuance merit monitoring for potential dilution effects on common shareholders.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001896752

Spirit Banner II Capital Corp.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

Sabio Holdings Inc.

Jurisdiction of Incorporation/Organization

ONTARIO, CANADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Sabio Holdings Inc.
Street Address 1		Street Address 2
315 CULVER BLVD.
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
PLAYA DEL RAY	CALIFORNIA	90293	647-951-6508

3. Related Persons

Last Name	First Name	Middle Name
Rahimtoola	Aziz
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Premji	Sajid
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Farrell	Carl
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Madison	Paula
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hull	Matthew
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Del Fa	Gonzalo
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Kheraj	Muizz
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Low	Kendra
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lum	Helen
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Wong	Simon
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Tong	Jason
Street Address 1	Street Address 2
315 Culver Blvd.
City	State/Province/Country	ZIP/PostalCode
Playa Del Ray	CALIFORNIA	90293

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

	New Notice			Date of First Sale	2025-08-25				First Sale Yet to Occur
X	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
X	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$461,038	USD	or Indefinite
Total Amount Sold	$461,038	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

Debentures in principal amount of CAD$637,850 based on Bank of Canada exchange rate 0.7228 and issuance of 60,173 bonus shares at a deemed price of CAD$0.53 per common share. Total amount of the bonus shares is equal to 5% of principal amount subscribed.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
Sabio Holdings Inc.	/s/ Sajid Premji	Sajid Premji	Chief Financial Officer	2025-09-08

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 number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

What amount did Sabio Holdings Inc. (SABOF) raise in this Reg D offering?

The offering raised $461,038, and the filing reports the full amount has been sold.

What securities were issued in Sabio Holdings' Form D?

The offering included equity, debt (debentures), and securities issuable upon exercise; debentures totaled CAD$637,850 (per stated exchange rate) plus 60,173 bonus common shares.

Were any sales commissions or finders' fees paid in the offering?

No. The filing reports $0 for sales commissions and $0 for finders' fees.

How many investors participated in the offering?

The Form D discloses a total of 2 investors who invested in the offering.

Did the company state any proceeds were paid to executives or directors?

The filing indicates $0 of the gross proceeds were used to pay any named executive officers, directors, or promoters.