Sky Frontier Foundation filed Amendment No. 3 to its Schedule 13D with the SEC on October 29, 2026, reporting a change in beneficial ownership of Stablecoin Development Corp common stock and the appointment of its nominee to the company's board of directors.

Key Highlights

  • Beneficial ownership reported: Sky Frontier Foundation is deemed to beneficially own 8,115,087 shares of Stablecoin Development Corp common stock, representing approximately 9.9% of the outstanding class.
  • Outstanding shares basis: The percentage is calculated on 73,117,016 shares of common stock outstanding as of October 21, 2026, as reported in the Issuer's Pre-Effective Amendment No. 3 to its Registration Statement on Form S-3 (File No. 333-298229).
  • Warrant not exercised: The Reporting Person has not exercised any portion of the Warrant; the change in beneficial ownership resulted solely from an increase in the number of outstanding shares, according to the filing.
  • Beneficial Ownership Limitation applies: The Reporting Person is restricted from exercising the Warrant to the extent that doing so would result in beneficial ownership exceeding 9.99% of outstanding common stock.
  • Director appointed: On September 2, 2026, the Issuer's board of directors appointed David Garcia Rios as a Class II director, with a term expiring at the Issuer's 2027 annual meeting of stockholders.
  • Reporting Person identity: Sky Frontier Foundation is a non-U.S. foundation organized in the Cayman Islands, with David Garcia listed as Director.

Sky Frontier Foundation's Amended Position in Stablecoin Development Corp

According to the filing, Sky Frontier Foundation submitted this Amendment No. 3 to its Schedule 13D to report two developments: a shift in its beneficial ownership figure resulting from an increase in Stablecoin Development Corp's total outstanding shares, and the appointment of its nominated director to the Issuer's board. The original Schedule 13D was filed May 27, 2026, with prior amendments filed July 22, 2026 and August 21, 2026.

The filing discloses that 73,117,016 shares of common stock, $0.01 par value per share, were outstanding as of October 21, 2026, as reported in the Issuer's Pre-Effective Amendment No. 3 to Form S-3 (File No. 333-298229) filed October 26, 2026. The Reporting Person holds a Warrant covering 10,000,000 shares across its first and second tranches, all currently exercisable. However, a Beneficial Ownership Limitation caps the Reporting Person's exercise rights at the point where its beneficial ownership would exceed 9.99% of outstanding common stock. As a result, only 8,115,087 shares are counted toward its beneficial ownership. The Reporting Person "disclaims beneficial ownership of any shares issuable upon exercise of the Warrant in excess of the Beneficial Ownership Limitation," the filing states.

The filing also discloses that Sky Frontier Foundation exercised its right under the IRA to nominate one director to Stablecoin Development Corp's board. The Issuer's board appointed David Garcia Rios as a Class II director on September 2, 2026, with a term expiring at the 2027 annual meeting of stockholders. The Reporting Person reported sole voting power and sole dispositive power over 8,115,087 shares, with no shared voting or dispositive power. No transactions in the common stock were effected by the Reporting Person in the 60 days prior to filing.

What Was Disclosed

Sky Frontier Foundation, a Cayman Islands non-U.S. foundation, filed an amended Schedule 13D disclosing beneficial ownership of 8,115,087 shares (approximately 9.9%) of Stablecoin Development Corp common stock as of October 21, 2026, and the September 2, 2026 board appointment of its nominee David Garcia Rios.