GMM issues 6.1 m shares after cashless warrant exercise; 24 % dilution

Q: How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

The company issued 6,117,316 Class A ordinary shares via cashless warrant exercise.

Q: What is GMM's current share count after the transaction?

Outstanding shares now total 25,495,761 Class A and 3,723,975 Class B shares.

Q: Did Global Mofy AI receive cash from the warrant exercise?

No. The warrants were exercised using the cashless alternative , generating no cash proceeds.

Q: What happened to the original 10.2 m PIPE warrants?

Investors surrendered 25 % (鈮�2.55 m) and exercised the remaining 7.65 m for shares.

Q: Are the new shares already registered for resale?

Yes. The shares are covered by the company鈥檚 Form F-1 (333-287230) , declared effective on 20 May 2025.

[SCHEDULE 13D/A] Freshworks Inc. SEC Filing

Filing Impact

(Low)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Global Mofy AI Limited (GMM) reports the full resolution of its April-2025 PIPE warrants. Purchasers first surrendered 25 % (鈮�2.55 m) of the 10.20 m warrants, leaving 7.65 m outstanding. Between 8-21 July 2025, those remaining warrants were fully exercised via the 0.8脳 cashless alternative, converting into 6,117,316 Class A ordinary shares. Because the exercise was cashless, the company received no incremental cash.

Following the issuance, share count stands at 25,495,761 Class A and 3,723,975 Class B shares. The new shares鈥攁bout 24 % of the current Class A total鈥攁re registered under the effective Form F-1 (333-287230). This Form 6-K is also incorporated by reference into the company鈥檚 Form F-3 shelf (333-284554).

The update removes a sizeable derivative overhang, simplifying the capital structure, but simultaneously dilutes existing holders without providing fresh capital. No financial results, cash-flow data, or guidance were disclosed.

Positive

25 % of warrants voluntarily surrendered, cutting potential future dilution by about 2.55 m shares.
Full exercise eliminates warrant overhang, simplifying capital structure and removing derivative uncertainty.

Negative

6.12 m new shares issued, increasing Class A share count by roughly 24 % and diluting existing holders.
Cashless exercise delivers no cash proceeds, so dilution is not offset by additional capital for operations.

Insights

TL;DR: Large warrant block removed but 24 % dilution occurs with zero cash inflow鈥攏et negative for existing shareholders.

The voluntary surrender of 25 % of the warrants is constructive because it eliminates 2.55 m potential shares and reduces headline overhang risk. However, the cashless exercise of the remaining 7.65 m warrants expands the Class A float by 6.12 m shares鈥攔oughly one quarter of shares now outstanding鈥攚ithout adding capital that could fund growth. The transaction therefore pressures per-share metrics and may weigh on market price despite a cleaner cap table. No earnings data or strategic use of funds offset the dilution, and the company still has dual-class governance (3.72 m Class B shares) that concentrates voting power. Overall impact skews negative.

07/24/2025 - 04:30 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

Freshworks Inc.

(Name of Issuer)

Class A Common Stock, par value $0.00001 per share

(Title of Class of Securities)

358054104

(CUSIP Number)

Roelof Botha
2800 Sand Hill Road, Suite 101
Menlo Park, CA, 94025
(650) 854-3927

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/22/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 搂搂 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Class A Common Stock, par value $0.00001 per share

(b)

Name of Issuer:

Freshworks Inc.

(c)

Address of Issuer's Principal Executive Offices:

2950 S. Delaware Street, Suite 201, San Mateo, CALIFORNIA , 94403.

Item 1 Comment:

Except as set forth in this Amendment No. 4 (this "Amendment"), the initial Schedule 13D filed on March 21, 2022, as amended by Amendment No. 1 thereto on November 14, 2022 ("Amendment No. 1"), Amendment No. 2 ("Amendment No. 2") thereto on July 25, 2022 and Amendment No. 3 thereto on November 7, 2023 ("Amendment No. 3" and collectively, with the initial Schedule 13D, Amendment No. 1 and Amendment No. 2, the "Original 13D") remains in effect, and capitalized terms used herein but not defined herein have such respective meanings, as defined in such Original 13D. The information set forth in response to the Item below shall be deemed to be a response to all Items where such information is relevant. The information set forth in the Exhibits to the Original 13D is expressly incorporated herein by reference and the response to each Item of this Statement is qualified in its entirety by the provisions of such Exhibits. The Reporting Persons are filing this Amendment to reflect pro rata distributions of Class A Common Stock of the Company to partners or members for no consideration by Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. and subsequent distributions by general partners or managing members to their respective partners or members.

Item 5.

Interest in Securities of the Issuer

(a)

Paragraphs (a) and (c) of Item 5 of the Original 13D are hereby amended and restated in their entirety as follows: (a) References to percentage ownerships of Class A Common Stock in this Statement are based upon the 241,553,184 shares of Class A Common Stock stated to be outstanding as of April 25, 2025, as reported in the Company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 29, 2025. The Reporting Persons may be deemed to beneficially own an aggregate of 2,885,303 shares of Class A Common Stock and 4,275,582 shares of Class B Common Stock, which represents approximately 2.9% of the Company's Class A Common Stock, calculated in accordance with Rule 13d-3 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by any other Reporting Person. SC GGF III beneficially owns 2,885,303 shares of Class A Common Stock and 4,275,582 shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC GGF III Management, as the general partner of SC GGF III, may be deemed to beneficially own an aggregate of 7,160,885 shares of Class A Common Stock, of which 4,275,582 are shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. SC US (TTGP), as the general partner of SC GGF III Management may be deemed to beneficially own an aggregate of 7,160,885 shares of Class A Common Stock, of which 7,160,885 are shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. DL and RB are the directors and stockholders of SC US TTGP who exercise voting and investment discretion with respect to the shares held by SC GGF III. SC US TTGP is the general partner of SC GGF III Management, which is the general partner of SC GGF III. As such, DL and RB may be deemed to beneficially own an aggregate of 7,222,659 and 7,214,321 shares of Class A Common Stock, of which 4,275,582 are shares of Class B Common Stock, which represents approximately 2.9% of the outstanding Class A Common Stock calculated in accordance with the requirements of Rule 13d-3 under the Act. By virtue of the relationship described herein, the Reporting Persons may be deemed to constitute a "group" for purposes of Rule 13(d)(3) of the Act. Each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

(c)

Except as described in this Item 5(c), the Reporting Persons have not effected any transactions in the Class A Common Stock and Class B Common Stock during the past 60 days. On July 22, 2025, Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. distributed 7,160,884 shares of Class A Common Stock (issued upon conversion of shares of Class B Common Stock) pro rata to partners or members for no consideration. As a result of those distributions, RB acquired sole beneficial ownership of 26,718 shares of Class A Common Stock and DL acquired sole beneficial ownership of 30,887 shares of Class A Common Stock. On July 23, 2025, Sequoia Capital Global Growth Fund III - Endurance Partners, L.P. distributed 7,160,884 shares of Class A Common Stock (issued upon conversion of shares of Class B Common Stock) pro rata to partners or members for no consideration. As a result of those distributions, RB acquired sole beneficial ownership of 26,718 shares of Class A Common Stock and DL acquired sole beneficial ownership of 30,887 shares of Class A Common Stock.

(e)

July 23, 2025

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.

SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS, L.P. ("SC GGF III")

Signature:	/s/ Roelof Botha
Name/Title:	Roelof Botha, Director
Date:	07/24/2025

SEQUOIA CAPITAL GLOBAL GROWTH FUND III - ENDURANCE PARTNERS MANAGEMENT, L.P. ("SC GGF III MGMT")

Signature:	/s/ Roelof Botha
Name/Title:	Roelof Botha, Director
Date:	07/24/2025

SC US (TTGP), LTD. ("SC US TTGP")

Signature:	/s/ Roelof Botha
Name/Title:	Roelof Botha, Director
Date:	07/24/2025

DOUGLAS LEONE ("DL")

Signature:	/s/ Douglas Leone
Name/Title:	Douglas Leone
Date:	07/24/2025

ROELOF BOTHA ("RB")

Signature:	/s/ Roelof Botha
Name/Title:	Roelof Botha
Date:	07/24/2025

Source:

FAQ

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

The company issued 6,117,316 Class A ordinary shares via cashless warrant exercise.

What is GMM's current share count after the transaction?

Outstanding shares now total 25,495,761 Class A and 3,723,975 Class B shares.

Did Global Mofy AI receive cash from the warrant exercise?

No. The warrants were exercised using the cashless alternative, generating no cash proceeds.

What happened to the original 10.2 m PIPE warrants?

Investors surrendered 25 % (鈮�2.55 m) and exercised the remaining 7.65 m for shares.

Are the new shares already registered for resale?

Yes. The shares are covered by the company鈥檚 Form F-1 (333-287230), declared effective on 20 May 2025.

AG真人官方

[SCHEDULE 13D/A] Freshworks Inc. SEC Filing

Insights

FAQ

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

What is GMM's current share count after the transaction?

Did Global Mofy AI receive cash from the warrant exercise?

What happened to the original 10.2 m PIPE warrants?

Are the new shares already registered for resale?

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[SCHEDULE 13D/A] Freshworks Inc. SEC Filing

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FAQ

How many Global Mofy AI (GMM) shares were issued through the warrant exercise?

What is GMM's current share count after the transaction?

Did Global Mofy AI receive cash from the warrant exercise?

What happened to the original 10.2 m PIPE warrants?

Are the new shares already registered for resale?

NASDAQ:FRSH

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FRSH Latest News

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