| Item 1. | |
| (a) | Name of issuer:
Chime Financial, Inc. |
| (b) | Address of issuer's principal executive offices:
101 California Street, Suite 500, San Francisco, CA, 94111. |
| Item 2. | |
| (a) | Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Menlo Ventures XIV, L.P. ("Menlo XIV")
MMEF XIV, L.P. ("MMEF XIV")
Menlo Entrepreneurs Fund XIV, L.P. ("MEF XIV")
MV Management XIV, L.L.C. ("MVM XIV")
Menlo Inflection I, L.P. ("MI")
MMSOP, L.P. ("MMSOP")
MSOP GP, L.L.C. ("MSOP GP")
Menlo Inflection II, L.P. ("MI II")
MM Inflection, L.P. ("MMI")
Menlo Entrepreneurs Inflection Fund, L.P. ("MEIF")
MSOP GP II, L.L.C. ("MSOP GP II")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
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| (b) | Address or principal business office or, if none, residence:
c/o Menlo Ventures
1300 El Camino Real, Suite 150
Menlo Park, California 94025
|
| (c) | Citizenship:
Menlo XIV Delaware
MMEF XIV Delaware
MEF XIV Delaware
MVM XIV Delaware
MI Delaware
MMSOP Delaware
MSOP GP Delaware
MI II Delaware
MMI Delaware
MEIF Delaware
MSOP GP II Delaware
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| (d) | Title of class of securities:
Class A Common Stock, par value $0.0001 |
| (e) | CUSIP No.:
16935C109 |
| 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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons' ownership of the Issuer's securities consists of (i) 6,865,680 shares of Class A common stock held directly by Menlo XIV; (ii) 102,310 shares of Class A common stock held directly by MMEF XIV; (iii) 88,200 shares of Class A common stock held directly by MEF XIV; (iv) 9,650,310 shares of Class A common stock held directly by MI; (v) 156,900 shares of Class A common stock held directly by MMSOP; (vi) 569,755 shares of Class A common stock held directly by MI II; (vii) 5,793 shares of Class A common stock held directly by MMI; and (viii) 3,765 shares of Class A common stock held directly by MEIF.
MVM XIV is the general partner of each of Menlo XIV, MMEF XIV and MEF XIV and shares voting and dispositive power over the securities held by each of Menlo XIV, MMEF XIV and MEF XIV.
MSOP GP is the general partner of each of MI and MMSOP and shares voting and dispositive power over the securities held by each of MI and MMSOP.
MSOP GP II is the general partner of each of MI II, MMI and MEIF and shares voting and dispositive power over the securities held by each of MI II, MMI and MEIF.
The Reporting Persons beneficially own, in the aggregate, 17,442,713 shares of Class A common stock.
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| (b) | Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the Class A common stock of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The shares of Class A common stock beneficially owned by the Reporting Persons represent, in the aggregate, 5.3% of the Issuer's outstanding Class A common stock. Such percentage, and the percentage set forth in each row 11 is based upon 332,239,249 shares of Class A common stock outstanding as of June 13, 2025, as disclosed in the Issuer's prospectus dated June 11, 2025 filed with the Securities and Exchange Commission (the "SEC") on June 12, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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| | (ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
|
| | (iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
|
| | (iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
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| Item 5. | 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. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)