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    SEC Form SC 13G/A filed by Affirm Holdings Inc. (Amendment)

    2/8/24 8:08:27 PM ET
    $AFRM
    Finance: Consumer Services
    Finance
    Get the next $AFRM alert in real time by email
    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)
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