0001104659-23-047253.txt : 20230419 0001104659-23-047253.hdr.sgml : 20230419 20230419171819 ACCESSION NUMBER: 0001104659-23-047253 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230419 DATE AS OF CHANGE: 20230419 GROUP MEMBERS: SEQUOIA HOLDINGS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Lafayette Square USA, Inc. CENTRAL INDEX KEY: 0001849089 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93706 FILM NUMBER: 23830791 BUSINESS ADDRESS: STREET 1: 175 SW 7TH STREET STREET 2: UNIT 1911 CITY: MIAMI STATE: FL ZIP: 33130 BUSINESS PHONE: 7866880975 MAIL ADDRESS: STREET 1: 175 SW 7TH STREET STREET 2: UNIT 1911 CITY: MIAMI STATE: FL ZIP: 33130 FORMER COMPANY: FORMER CONFORMED NAME: Lafayette Square Empire BDC, Inc. DATE OF NAME CHANGE: 20211101 FORMER COMPANY: FORMER CONFORMED NAME: Lafayette Square Empire BDC, LLC DATE OF NAME CHANGE: 20210303 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SKOLL JEFFREY S CENTRAL INDEX KEY: 0001079555 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O EBAY INC STREET 2: 2145 HAMILTON AVENUE CITY: SAN JOSE STATE: CA ZIP: 95125 SC 13G/A 1 tm2313181d2_sc13ga.htm SC 13G/A

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment No. 1)*

 

Lafayette Square USA, Inc.

(Name of Issuer)

 

common stock, par value $0.001 per share

(Title of Class of Securities)

 

none

(CUSIP Number)

 

December 31, 2022

(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)

x 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 the 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.   none
1.

Names of Reporting Persons

Sequoia Holdings, LLC

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

1,073,895 shares of Common Stock (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

1,073,895 shares of Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,073,895 shares of Common Stock (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

12.5% (3)

12.

Type of Reporting Person (See Instructions)

OO

         

(1)This Schedule 13G is filed by Sequoia Holdings, LLC (“Sequoia”) and Jeffrey S. Skoll (“Skoll” and, with Sequoia, collectively, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)These shares are held by Sequoia. Skoll is the indirect sole member of Sequoia and has sole voting and investment authority over the shares held by Sequoia.

(3)This calculation is based on 8,615,541 shares of Common Stock outstanding as of March 28, 2023 as reported by the Issuer to the Reporting Persons on March 29, 2023.

 

2 

 

 

CUSIP No.   none
1.

Names of Reporting Persons

Jeffrey S. Skoll

2. Check the Appropriate Box if a Member of a Group (See Instructions)
 

(a)

(b)

¨

x(1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States of America

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

1,073,895 shares of Common Stock (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

1,073,895 shares of Common Stock (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

1,073,895 shares of Common Stock (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

12.5% (3)

12.

Type of Reporting Person (See Instructions)

IN

         

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)These shares are held by Sequoia. Skoll is the indirect sole member of Sequoia and has sole voting and investment authority over the shares held by Sequoia.

(3)This calculation is based on 8,615,541 shares of Common Stock outstanding as of March 28, 2023 as reported by the Issuer to the Reporting Persons on March 29, 2023.

 

3 

 

 

Item 1.
 
  (a)

Name of Issuer

Lafayette Square USA, Inc.

  (b)

Address of Issuer’s Principal Executive Offices

175 SW 7th St, Unit 1911

Miami, FL 33130-2992

 
Item 2.
 
  (a)

Name of Person Filing

Sequoia Holdings, LLC (“Sequoia”)

Jeffrey S. Skoll (“Skoll”)

  (b)

Address of Principal Business Office or, if none, Residence

250 University Avenue, Suite 300

Palo Alto, CA 94301

  (c)

Citizenship

Entities:            Sequoia      -                Delaware

Individuals:     Skoll            -                United States of America

  (d)

Title of Class of Securities

common stock, par value $0.001 per share (“Common Stock”)

  (e)

CUSIP Number

none

 
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
   
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of April 19, 2023:

 

Reporting
Persons
  Shares Held
Directly
   Sole
Voting
Power
   Shared
Voting
Power
   Sole
Dispositive
Power
   Shared
Dispositive
Power
   Beneficial
Ownership
   Percentage
of Class (2)
 
Sequoia (1)   1,073,895    0    1,073,895    0    1,073,895    1,073,895    12.5%
Skoll (1)   0    0    1,073,895    0    1,073,895    1,073,895    12.5%

 

(1)These shares are held by Sequoia. Skoll is the indirect sole member of Sequoia and has sole voting and investment authority over the shares held by Sequoia.

(2)This calculation is based on 8,615,541 shares of Common Stock outstanding as of March 28, 2023 as reported by the Issuer to the Reporting Persons on March 29, 2023.

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable

 

4 

 

 

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. Certification
   
  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 such purpose or effect.

 

5 

 

 

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.

 

Dated: April 19, 2023

 

Sequoia Holdings, LLC 
   
By:/s/ Eric Techel 
 Name: Eric Techel 
 Title: Manager 
   
By:/s/ James G.B. DeMartini, III 
 Name: James G.B. DeMartini, III 
 Title: Manager 
   
Jeffrey S. Skoll 
   
By:/s/ Eric Techel 
 Name: Eric Techel 
 Title: Attorney-in-Fact 

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

6 

 

 

Exhibit(s):

 

AJoint Filing Agreement, dated July 5, 2022 (incorporated by reference to the Schedule 13G, filed on July 5, 2022).

 

7