Stablecoin Development holder updates 7.4% warrant stake

Rhea-AI Filing Summary

Sky Frontier Foundation, a Cayman Islands non-U.S. foundation, filed Amendment No. 1 to its Schedule 13D regarding the common stock of Stablecoin Development Corp. It may be deemed to beneficially own 4,000,000 shares issuable upon exercise of the first tranche of a Warrant within 60 days, representing approximately 7.4% of the outstanding common stock.

This change in percentage results solely from an increase in issuer shares outstanding to 50,449,780 as of June 15, 2026, following cashless exercises of October 2025 pre-funded warrants by R01 Fund LP and Framework Ventures IV L.P. Sky Frontier has not exercised any portion of the Warrant, currently holds no common shares, and has not changed its previously stated investment intent. It disclaims beneficial ownership of additional shares beyond the Beneficial Ownership Limitation, including second and third warrant tranches not exercisable within 60 days; upon any exercise of the first tranche, it would have sole voting and dispositive power over those 4,000,000 shares.

Key Figures

Beneficially owned shares: 4,000,000 shares Beneficial ownership percentage: 7.4% Shares outstanding: 50,449,780 shares +2 more

5 metrics

Beneficially owned shares 4,000,000 shares Shares of common stock issuable upon exercise of the first tranche of the Warrant within 60 days

Beneficial ownership percentage 7.4% Portion of Stablecoin Development Corp outstanding common stock deemed beneficially owned by Sky Frontier Foundation

Shares outstanding 50,449,780 shares Stablecoin Development Corp common stock outstanding as of June 15, 2026, per a Form 8-K

Event date June 15, 2026 Date of event triggering the Schedule 13D amendment filing

Warrant first tranche size 4,000,000 shares First tranche of the Warrant that became exercisable on July 16, 2026

Key Terms

Beneficial Ownership Limitation, cashless exercise, pre-funded warrants, Schedule 13D, +1 more

5 terms

Beneficial Ownership Limitation regulatory

"no longer exceeds the Beneficial Ownership Limitation, and the Reporting Person is now deemed"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

cashless exercise financial

"following the cashless exercise by R01 Fund LP and Framework Ventures IV L.P. of their"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

pre-funded warrants financial

"cashless exercise by R01 Fund LP and Framework Ventures IV L.P. of their October 2025 pre-funded warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

Schedule 13D regulatory

"previously filed a statement on Schedule 13G to report the acquisition that is the subject"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

warrant financial

"4,000,000 shares of Common Stock issuable to the Reporting Person upon exercise of the first tranche of the Warrant"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many Stablecoin Development Corp (SDEV) shares does Sky Frontier Foundation now beneficially own?

Sky Frontier Foundation may be deemed to beneficially own 4,000,000 shares of Stablecoin Development Corp common stock through the first tranche of a Warrant exercisable within 60 days, representing approximately 7.4% of the company’s outstanding common stock as calculated in the amendment.

What caused the change in Sky Frontier Foundation’s ownership percentage in SDEV?

The ownership change resulted solely from an increase to 50,449,780 SDEV shares outstanding as of June 15, 2026, after cashless exercises of October 2025 pre-funded warrants by R01 Fund LP and Framework Ventures IV L.P., not from any acquisition or sale by Sky Frontier Foundation.

Does Sky Frontier Foundation currently hold any Stablecoin Development Corp (SDEV) common shares?

Sky Frontier Foundation does not currently hold any SDEV common shares. Its reported beneficial ownership arises from 4,000,000 shares underlying the first tranche of a Warrant that is exercisable within 60 days, not from already-issued and held stock.

What is the Beneficial Ownership Limitation mentioned in the SDEV Schedule 13D/A?

The Beneficial Ownership Limitation caps how many SDEV shares Sky Frontier Foundation can be deemed to beneficially own. Because 4,000,000 shares no longer exceed this limit, the full first tranche of the Warrant is now included, while later tranches above the limit are disclaimed.

How is the 7.4% beneficial ownership in SDEV calculated for Sky Frontier Foundation?

The 7.4% figure is based on 50,449,780 SDEV shares outstanding as of June 15, 2026, plus the 4,000,000 shares issuable on exercise of the first warrant tranche within 60 days, all of which fall within the Beneficial Ownership Limitation and are therefore counted.

Has Sky Frontier Foundation changed its investment intent toward Stablecoin Development Corp (SDEV)?

Sky Frontier Foundation has not changed the investment intent described in its original Schedule 13D. The amendment only updates beneficial ownership percentages due to the higher SDEV shares outstanding; no new transactions in the common stock were reported in the last 60 days.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/22/2026 - 11:06 AM Learn about SEC filing dates

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)

66987P508

(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).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 66987P508

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:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 0.00

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.

Sky Frontier Foundation

Signature:	/s/ David Garcia
Name/Title:	David Garcia, Director
Date:	07/22/2026