Stablecoin Development sees 9.99% stake via warrant

Stablecoin Development Corp (SDEV) received an amended Schedule 13D from Sky Frontier Foundation updating its beneficial ownership position tied to a warrant.

Rhea-AI Filing Summary

Stablecoin Development Corp (SDEV) received an amended Schedule 13D from Sky Frontier Foundation updating its beneficial ownership position tied to a warrant. The change stems from a second tranche of the warrant, for 6,000,000 shares of common stock, becoming exercisable within 60 days as of August 17, 2026.

Together with the first tranche for 4,000,000 shares, a total of 10,000,000 shares underlying the warrant are now exercisable or will become exercisable within 60 days. Due to a 9.99% Beneficial Ownership Limitation, Sky Frontier Foundation may be deemed to beneficially own 5,617,689 shares, or approximately 9.99% of the outstanding common stock, based on 50,615,437 shares outstanding as of July 27, 2026. The warrant has not been exercised and Sky Frontier Foundation currently holds no SDEV common shares of record.

Filing Explained

The 9.99% deemed position does not represent current voting or dispositive control: the filing states the warrant has not been exercised, the Foundation holds no common shares, and the ownership change came from exercisability rather than a stock transaction.

Key Figures

Beneficially owned shares: 5,617,689 shares Percent of class beneficially owned: 9.99% Shares outstanding: 50,615,437 shares +4 more

7 metrics

Beneficially owned shares 5,617,689 shares Deemed beneficial ownership by Sky Frontier Foundation as of August 17, 2026

Percent of class beneficially owned 9.99% Portion of SDEV common stock deemed beneficially owned by Sky Frontier Foundation

Shares outstanding 50,615,437 shares SDEV common stock outstanding as of July 27, 2026

Total warrant shares exercisable within 60 days 10,000,000 shares Aggregate of first and second tranches of the warrant

First tranche warrant shares 4,000,000 shares Shares underlying the first tranche of the warrant

Second tranche warrant shares 6,000,000 shares Shares underlying the second tranche that became exercisable within 60 days

Beneficial Ownership Limitation 9.99% Maximum beneficial ownership allowed after warrant exercise

Key Terms

Beneficial Ownership Limitation, warrant, beneficially own, Schedule 13D

4 terms

Beneficial Ownership Limitation regulatory

"However, the Beneficial Ownership Limitation restricts the Reporting Person"

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.

warrant financial

"the second tranche of the Warrant, representing 6,000,000 shares"

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.

beneficially own regulatory

"the Reporting Person may be deemed to beneficially own 5,617,689 shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

Schedule 13D regulatory

"previously filed a statement on Schedule 13D to report the acquisition"

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.

FAQ

How many SDEV shares does Sky Frontier Foundation beneficially own according to this Schedule 13D/A?

Sky Frontier Foundation may be deemed to beneficially own 5,617,689 shares of Stablecoin Development Corp common stock, representing approximately 9.99% of the outstanding common stock, subject to a Beneficial Ownership Limitation in the warrant.

What is the size of the warrant position reported for SDEV in this filing?

The warrant held by Sky Frontier Foundation covers an aggregate of 10,000,000 shares of SDEV common stock, consisting of 4,000,000 shares in the first tranche and 6,000,000 shares in the second tranche, all exercisable or becoming exercisable within 60 days of August 17, 2026.

What ownership cap applies to Sky Frontier Foundation’s SDEV warrant?

The warrant includes a Beneficial Ownership Limitation of 9.99%, preventing Sky Frontier Foundation from exercising the warrant to the extent that, after exercise, it would beneficially own more than 9.99% of SDEV’s outstanding common stock.

Does Sky Frontier Foundation currently hold any SDEV common shares of record?

No. The filing states that Sky Frontier Foundation has not exercised any portion of the warrant and does not currently hold any shares of SDEV common stock or have voting or dispositive power over any such shares.

What share count was used to calculate Sky Frontier Foundation’s 9.99% SDEV ownership?

The approximately 9.99% beneficial ownership is calculated using 50,615,437 shares of SDEV common stock outstanding as of July 27, 2026, plus 5,617,689 shares issuable to Sky Frontier Foundation upon exercise of the warrant within 60 days, subject to the Beneficial Ownership Limitation.

Why was this Schedule 13D/A amendment filed for SDEV?

The amendment was filed because, as of August 17, 2026, the second tranche of the warrant for 6,000,000 shares became exercisable within 60 days, changing Sky Frontier Foundation’s deemed beneficial ownership even though it has not exercised the warrant or traded SDEV common stock.

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

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Available on EDGAR 08/21/2026 - 09:50 AM Accepted by SEC EDGAR 08/21/2026 - 09:49 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. 2)

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)

08/17/2026

(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

5,617,689.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Non-U.S. Foundation This Amendment No. 2 to Schedule 13D (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on May 27, 2026, as amended by Amendment No. 1 filed on July 22, 2026 (as so amended, the "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 Schedule 13D. Except as expressly amended and supplemented by this Amendment, the Schedule 13D remains in full force and effect. This Amendment is being filed to report a change in the Reporting Person's beneficial ownership resulting from the second tranche of the Warrant becoming exercisable within 60 days. As of August 17, 2026, an aggregate of 10,000,000 shares of Common Stock underlying the first and second tranches of the Warrant are exercisable or will become exercisable within 60 days. Because the Warrant limits the Reporting Person's beneficial ownership to 9.99% of the outstanding Common Stock after giving effect to an exercise, the Reporting Person may be deemed to beneficially own 5,617,689 shares of Common Stock, representing approximately 9.99% of the outstanding Common Stock, based on 50,615,437 shares of Common Stock outstanding as of July 27, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed on July 30, 2026. The Reporting Person has not exercised any portion of the Warrant.

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: 222 Lakeview Ave, SUITE 800, WEST PALM BEACH, FLORIDA , 33401.
Item 4.	Purpose of Transaction
	As described in this Amendment, as of August 17, 2026, the second tranche of the Warrant, representing 6,000,000 shares of Common Stock, became exercisable within 60 days. Together with the 4,000,000 shares underlying the first tranche of the Warrant, an aggregate of 10,000,000 shares of Common Stock underlying the Warrant are exercisable within 60 days. The Reporting Person has not exercised any portion of the Warrant and does not currently hold any shares of Common Stock. The foregoing has not changed the Reporting Person's investment intent as described in the Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	As of August 17, 2026, the Reporting Person may be deemed to beneficially own 5,617,689 shares of Common Stock, representing approximately 9.99% of the outstanding Common Stock. The percentage is calculated based on 50,615,437 shares of Common Stock outstanding as of July 27, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed on July 30, 2026, plus the 5,617,689 shares issuable to the Reporting Person upon exercise of the Warrant within 60 days. As of August 17, 2026, 10,000,000 shares underlying the first and second tranches of the Warrant are exercisable within 60 days. However, the Beneficial Ownership Limitation restricts the Reporting Person from exercising the Warrant to the extent that, after giving effect to such exercise, the Reporting Person would beneficially own more than 9.99% of the outstanding Common Stock. Accordingly, only 5,617,689 shares are included in the Reporting Person's beneficial ownership. The Reporting Person disclaims beneficial ownership of any shares issuable upon exercise of the Warrant in excess of the Beneficial Ownership Limitation.
(b)	Upon and following exercise of the Warrant, the Reporting Person will have sole voting power and sole dispositive power with respect to 5,617,689 shares of Common Stock issuable upon such exercise. The Reporting Person has not exercised any portion of the Warrant and 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 resulted solely from the second tranche of the Warrant becoming exercisable within 60 days of August 17, 2026, and not from the Reporting Person's exercise of the Warrant or any acquisition or disposition of Common Stock.
(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:	08/21/2026