0001193125-24-028731.txt : 20240208 0001193125-24-028731.hdr.sgml : 20240208 20240208200827 ACCESSION NUMBER: 0001193125-24-028731 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240208 DATE AS OF CHANGE: 20240208 GROUP MEMBERS: GIC SPECIAL INVESTMENTS PRIVATE LTD GROUP MEMBERS: JASMINE VENTURES PTE. LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Affirm Holdings, Inc. CENTRAL INDEX KEY: 0001820953 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] ORGANIZATION NAME: 02 Finance IRS NUMBER: 842224323 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93244 FILM NUMBER: 24610855 BUSINESS ADDRESS: STREET 1: 650 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94108 BUSINESS PHONE: (415) 960-1518 MAIL ADDRESS: STREET 1: 650 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94108 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GIC Private Ltd CENTRAL INDEX KEY: 0000936828 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 BUSINESS PHONE: 065-6889-8888 MAIL ADDRESS: STREET 1: 168 ROBINSON ROAD STREET 2: #37-01 CAPITAL TOWER CITY: SINGAPORE STATE: U0 ZIP: 068912 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD DATE OF NAME CHANGE: 20130110 FORMER COMPANY: FORMER CONFORMED NAME: GOVERNMENT OF SINGAPORE INVESTMENT CORP PTE LTD ET AL DATE OF NAME CHANGE: 19950614 SC 13G/A 1 d779778dsc13ga.htm SC 13G/A SC 13G/A

Page 1 of 8

CUSIP 00827B106

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

 

 

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, 2023

(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).

 

 

 

Page 2 of 8

CUSIP 00827B106

 

 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

 

 22,007,406

    7   

 SOLE DISPOSITIVE POWER

 

 0

    8   

 SHARED DISPOSITIVE POWER

 

 22,007,406

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 22,007,406

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 9.09%(1)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 CO

 

(1)

Based on 242,120,237 shares of Class A Common Stock outstanding as of November 3, 2023, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 8, 2023.

Page 3 of 8

CUSIP 00827B106

 

 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

 

 22,007,406

    7   

 SOLE DISPOSITIVE POWER

 

 0

    8   

 SHARED DISPOSITIVE POWER

 

 22,007,406

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 22,007,406

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 9.09%(1)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 CO

 

(1)

Based on 242,120,237 shares of Class A Common Stock outstanding as of November 3, 2023, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 8, 2023.

Page 4 of 8

CUSIP 00827B106

 

 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

 

 22,007,406

    7   

 SOLE DISPOSITIVE POWER

 

 0

    8   

 SHARED DISPOSITIVE POWER

 

 22,007,406

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 22,007,406

10  

 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 9.09%(1)

12  

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

 CO

 

(1)

Based on 242,120,237 shares of Class A Common Stock outstanding as of November 3, 2023, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the “SEC”) on November 8, 2023.

Page 5 of 8

CUSIP 00827B106

 

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 PL”) is incorporated by reference from items (5) through (9) and (11) of the cover page, and the associated footnotes.

Jasmine Ventures Pte. Ltd. (“Jasmine”) shares the power to vote and the power to dispose of 22,007,406 shares of Class A stock with GIC Special Investments Pte. Ltd. (“GIC SI”) and GIC PL, both of which are private limited companies incorporated in Singapore. GIC SI is wholly owned by GIC PL and is the private equity investment arm of GIC PL. GIC PL is wholly owned by the Government of Singapore and was set up with the sole purpose of managing Singapore’s foreign reserves. The Government of Singapore disclaims beneficial ownership of these shares.

Page 6 of 8

CUSIP 00827B106

 

GIC PL is a fund manager and only has two clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC PL has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. GIC PL 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 these 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.

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.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11

Page 7 of 8

CUSIP 00827B106

 

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
By:  

/s/ Diane Liang Weishan

Name: Diane Liang Weishan
Title: Senior Vice President
Date: February 8, 2024
By:  

/s/ Toh Tze Meng

Name: Toh Tze Meng
Title: Senior Vice President
Date: February 6, 2024
GIC SPECIAL INVESTMENTS PRIVATE LIMITED
By:  

/s/ Jo-Ann Khor Huey Ming

Name: Jo-Ann Khor Huey Ming
Title: Authorized Signatory
Date: February 6, 2024
JASMINE VENTURES PTE. LTD.
By:  

/s/ Ankur Meattle

Name: Ankur Meattle
Title: Director
Date: February 7, 2024

Page 8 of 8

CUSIP 00827B106

 

LIST OF EXHIBITS

 

Exhibit

   

Description

A    Joint Filing Agreement (incorporated by reference to Exhibit A to the Schedule 13G filed by the Reporting Persons on February 11, 2022)