Amendment: SEC Form SCHEDULE 13G/A filed by Affirm Holdings Inc.
$AFRM
Finance: Consumer Services
Finance
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 5)
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Affirm Holdings, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
00827B106 (CUSIP Number) |
12/31/2024 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 00827B106 |
| 1 | Names of Reporting Persons
GIC Private Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,847,033.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: As it relates to Item 11 above, based on 271,918,122 shares of Class A Common Stock outstanding as of November 1, 2024, according to the Form 10-Q filed by the Issuer with the Securities and Exchange Commission (the "SEC") on November 7, 2024.
SCHEDULE 13G
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| CUSIP No. | 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,847,033.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
3.25 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: As it relates to Item 11 above, based on 271,918,122 shares of Class A Common Stock outstanding as of November 1, 2024, according to the Form 10-Q filed by the Issuer with the SEC on November 7, 2024.
SCHEDULE 13G
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| CUSIP No. | 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)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,819,775.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.24 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: As it relates to Item 11 above, based on 271,918,122 shares of Class A Common Stock outstanding as of November 1, 2024, according to the Form 10-Q filed by the Issuer with the SEC on November 7, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Affirm Holdings, Inc. | |
| (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.
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| (b) | Address or principal business office or, if none, residence:
168 Robinson Road
#37-01 Capital Tower
Singapore 068912
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| (c) | Citizenship:
GIC Private Limited - Republic of Singapore; GIC Special Investments Private Limited - Republic of Singapore;
Jasmine Ventures Pte. Ltd. - Republic of Singapore
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| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
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 8,819,775 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.
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.
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| (b) | Percent of class:
Please refer to Item 11 of the cover pages attached hereto and the accompanying notes thereto.
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Please refer to Item 5 of the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the vote:
Please refer to Item 6 of the cover pages hereto.
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| (iii) Sole power to dispose or to direct the disposition of:
Please refer to Item 7 of the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the disposition of:
Please refer to Item 8 of the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| 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. |
| 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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Comments accompanying signature:
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)