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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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Stablecoin Development Corp (Name of Issuer) |
Common Stock, $0.01 par value per share (Title of Class of Securities) |
66987P508 (CUSIP Number) |

SCHEDULE 13D
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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)
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| 13 | Percent of class represented by amount in Row (11)
7.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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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