SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Affirm Holdings, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.00001 per share
(Title of Class of Securities)
00827B106
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required in 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).
| CUSIP No. 00827B106 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
GIC Private Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
22,829,800(1)(2)(3) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
22,829,800(1)(2)(3) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,829,800(1)(2)(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.42%(2)(3)(4)(5) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | Consists of (i) 11,003,703 shares of Class B Common Stock, par value $0.00001 per share (“Class B Common Stock”), of Affirm Holdings, Inc. (the “Issuer”) and (ii) 11,826,097 shares of Class A Common Stock, par value $0.00001 per share (“Class A Common Stock”), of the Issuer. |
| (2) | Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. |
| (3) | Reports holdings as of December 31, 2021. |
| (4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 208,195,315 shares of Class A Common Stock outstanding as of November 3, 2021, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 15, 2021 and (ii) 11,003,703 shares of Class B Common Stock beneficially owned by the Reporting Person. |
| (5) | The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set for in footnote (1) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. The percentage reported does not reflect the fifteen for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. |
| CUSIP No. 00827B106 | SCHEDULE 13G | Page 3 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
GIC Special Investments Private Limited | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
22,829,800(1)(2)(3) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
22,829,800(1)(2)(3) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,829,800(1)(2)(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.42%(2)(3)(4)(5) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | Consists of (i) 11,003,703 shares of Class B Common Stock and (ii) 11,826,097 shares of Class A Common Stock. |
| (2) | Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. |
| (3) | Reports holdings as of December 31, 2021. |
| (4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 208,195,315 shares of Class A Common Stock outstanding as of November 3, 2021, according to the Form 10-Q filed by the Issuer with the SEC on November 15, 2021 and (ii) 11,003,703 shares of Class B Common Stock beneficially owned by the Reporting Person. |
| (5) | The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set for in footnote (1) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. The percentage reported does not reflect the fifteen for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. |
| CUSIP No. 00827B106 | SCHEDULE 13G | Page 4 of 8 Pages |
| 1 |
NAMES OF REPORTING PERSONS
Jasmine Ventures Pte. Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
22,829,800(1)(2)(3) | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
22,289,800(1)(2)(3) | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,829,800(1)(2)(3) | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.42%(2)(3)(4)(5) | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
| (1) | Consists of (i) 11,003,703 shares of Class B Common Stock and (ii) 11,826,097 shares of Class A Common Stock. |
| (2) | Each share of Class B Common Stock is convertible at any time into one share of Class A Common Stock. |
| (3) | Reports holdings as of December 31, 2021. |
| (4) | Based on the quotient obtained by dividing (a) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 208,195,315 shares of Class A Common Stock outstanding as of November 3, 2021, according to the Form 10-Q filed by the Issuer with the SEC on November 15, 2021 and (ii) 11,003,703 shares of Class B Common Stock beneficially owned by the Reporting Person. |
| (5) | The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set for in footnote (1) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person. The percentage reported does not reflect the fifteen for one voting power of the Class B Common Stock because these shares are treated as converted into Class A Common Stock for the purpose of this report. |
| CUSIP No. 00827B106 | SCHEDULE 13G | Page 5 of 8 Pages |
| Item 1(a). | Name of Issuer: |
Affirm Holdings, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Affirm Holdings, Inc.
650 California Street
San Francisco, California 94108
| Item 2(a). | Name of Person Filing: |
GIC Private Limited
GIC Special Investments Private Limited
Jasmine Ventures Pte. Ltd.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
| Item 2(c). | Citizenship: |
GIC Private Limited – Republic of Singapore
GIC Special Investments Private Limited – Republic of Singapore
Jasmine Ventures Pte. Ltd. – Republic of Singapore
| Item 2(d). | Title of Class of Securities: |
Class A Common Stock, par value $0.00001 per share
| Item 2(e). | CUSIP Number: |
00827B106.
| Item 3. | If this Statement is Filed Pursuant to 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a: |
Not applicable.
| Item 4. | Ownership. |
Ownership information with respect to GIC Private Limited (“GIC”), GIC Special Investments Private Limited (“GIC SI”) and Jasmine Ventures Pte. Ltd. (“Jasmine”) is incorporated by reference to items (5) through (9) and (11) on the cover page for each entity.
Jasmine shares the power to vote and the power to dispose of all of the shares of Class A Common Stock held directly by it with GIC SI and GIC. GIC SI is wholly owned by GIC and is the private equity investment arm of GIC. GIC is a fund manager and only has two clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore. GIC is wholly-owned by the GoS and was set up with the sole purpose of managing Singapore’s foreign reserves. The GoS disclaims beneficial ownership of such shares.
| Item 5. | Ownership of Five Percent or Less of Class. |
Not applicable.
| Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Not applicable.
| CUSIP No. 00827B106 | SCHEDULE 13G | Page 6 of 8 Pages |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certifications. |
Not applicable.
SIGNATURES
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.
| GIC PRIVATE LIMITED | ||||||
| Dated: February 11, 2022 | By: | /s/ Celine Loh Sze Ling | ||||
| Name: Celine Loh Sze Ling Title: Senior Vice President | ||||||
| By: | /s/ Diane Liang Weishan | |||||
| Name: Diane Liang Weishan Title: Senior Vice President | ||||||
| GIC SPECIAL INVESTMENTS PRIVATE LIMITED | ||||||
| Dated: February 11, 2022 | By: | /s/ Chan Hoe Yin | ||||
| Name: Chan Hoe Yin Title: Director | ||||||
| JASMINE VENTURES PTE. LTD. | ||||||
| Dated: February 11, 2022 | By: | /s/ Ankur Meattle | ||||
| Name: Ankur Meattle Title: Director | ||||||
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001)
LIST OF EXHIBITS
| Exhibit |
Description | |
| A | Joint Filing Agreement | |
Exhibit A
EXHIBIT A
Joint Filing Agreement
In accordance with Rule 13d-1(k) promulgated under the U.S. Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other reporting persons on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the shares of Class A common stock, par value $0.00001 per share, of Affirm Holdings, Inc., a Delaware corporation, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 11, 2022.
| GIC PRIVATE LIMITED | ||
| By: | /s/ Celine Loh Sze Ling | |
| Name: Celine Loh Sze Ling Title: Senior Vice President | ||
| By: | /s/ Diane Liang Weishan | |
| Name: Diane Liang Weishan Title: Senior Vice President | ||
| GIC SPECIAL INVESTMENTS PRIVATE LIMITED | ||
| By: | /s/ Chan Hoe Yin | |
| Name: Chan Hoe Yin Title: Director | ||
| JASMINE VENTURES PTE. LTD. | ||
| By: | /s/ Ankur Meattle | |
| Name: Ankur Meattle Title: Director | ||