Stablecoin Development: deemed stake of about 9.99%

The warrant remains unexercised, and the foundation's board nominee was appointed to a term ending at the 2027 annual meeting.

Rhea-AI Filing Summary

Stablecoin Development Corp (SDEV) reports that Sky Frontier Foundation may be deemed to beneficially own 8,115,087 shares of common stock, approximately 9.99% of the outstanding class as of October 21, 2026. The percentage calculation uses 73,117,016 shares outstanding on that date plus 8,115,087 shares issuable to the foundation upon warrant exercise within 60 days. The foundation says the change resulted from an increase in shares outstanding, not from exercising the warrant or acquiring or disposing of common stock.

The warrant's first and second tranches cover 10,000,000 shares and are currently exercisable, but a 9.99% Beneficial Ownership Limitation restricts exercise above that level; the foundation says it has not exercised any portion. Its nominee David Garcia Rios was appointed a Class II director on September 2, 2026, with a term expiring at the 2027 annual meeting.

Key Figures

Deemed beneficial ownership: 8,115,087 shares Beneficial ownership percentage: Approximately 9.99% Common shares outstanding: 73,117,016 shares +1 more

4 metrics

Deemed beneficial ownership 8,115,087 shares Sky Frontier Foundation; as of October 21, 2026

Beneficial ownership percentage Approximately 9.99% Sky Frontier Foundation; as of October 21, 2026

Common shares outstanding 73,117,016 shares As of October 21, 2026

Currently exercisable warrant shares 10,000,000 shares Underlying the warrant's first and second tranches

Key Terms

Beneficial Ownership Limitation, Warrant, Sole Dispositive Power

3 terms

Beneficial Ownership Limitation regulatory

"the Beneficial Ownership Limitation restricts"

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 10,000,000 shares underlying the first and second tranches 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.

Sole Dispositive Power regulatory

"Sole Dispositive Power 8,115,087.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

FAQ

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

How many SDEV shares does Sky Frontier Foundation report beneficially owning?

Sky Frontier Foundation may be deemed to beneficially own 8,115,087 shares, approximately 9.99% of the outstanding common stock as of October 21, 2026. The calculation uses 73,117,016 shares outstanding plus 8,115,087 shares issuable upon warrant exercise within 60 days.

Can Sky Frontier Foundation exercise all 10 million SDEV warrant shares?

The first and second warrant tranches cover 10,000,000 shares and are currently exercisable, but the Beneficial Ownership Limitation restricts exercise to the extent it would cause the foundation to beneficially own more than 9.99% of outstanding common stock. The foundation says it has not exercised any portion of the warrant.

Who joined SDEV's board, and when does the term end?

David Garcia Rios was appointed a Class II director on September 2, 2026. His term expires at the Issuer's 2027 annual meeting of stockholders.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/29/2026 - 03:44 PM EDT Accepted by SEC EDGAR 10/29/2026 - 03:44 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

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)

10/21/2026

(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 8,115,087.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 8,115,087.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

8,115,087.00

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. 3 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 and as further amended by Amendment No. 2 filed on August 21, 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 (i) a change in the Reporting Person's beneficial ownership resulting from an increase in the number of outstanding shares of Common Stock and (ii) the appointment of the Reporting Person's nominee to the Issuer's board of directors, as described in Item 4. As reported in the Issuer's Pre-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-298229) filed on October 26, 2026 (the "Registration Statement Amendment"), 73,117,016 shares of Common Stock were outstanding as of October 21, 2026. The 10,000,000 shares of Common Stock underlying the first and second tranches of the Warrant are currently exercisable. Because 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, the Reporting Person may be deemed to beneficially own 8,115,087 shares of Common Stock, representing approximately 9.99% of the outstanding Common Stock. 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
	The Reporting Person has exercised its right under the IRA to nominate one director to the Issuer's board of directors. On September 2, 2026, the Issuer's board of directors appointed David Garcia Rios as a Class II director of the Issuer, with a term expiring at the Issuer's 2027 annual meeting of stockholders.
Item 5.	Interest in Securities of the Issuer
(a)	As of October 21, 2026, the Reporting Person may be deemed to beneficially own 8,115,087 shares of Common Stock, representing approximately 9.99% of the outstanding Common Stock. The percentage is calculated based on 73,117,016 shares of Common Stock outstanding as of October 21, 2026, as reported in the Registration Statement Amendment, plus the 8,115,087 shares issuable to the Reporting Person upon exercise of the Warrant within 60 days. As of October 21, 2026, the 10,000,000 shares underlying the first and second tranches of the Warrant are exercisable. 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 8,115,087 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)	(i) Sole power to vote or to direct the vote: 8,115,087 (ii) Shared power to vote or to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 8,115,087 (iv) Shared power to dispose or to direct the disposition: 0.
(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 increase in the number of outstanding shares of Common Stock described in this Amendment, 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:	10/29/2026