Filing Details
- Accession Number:
- 0001193125-23-039219
- Form Type:
- 13G Filing
- Publication Date:
- 2023-02-13 19:00:00
- Filed By:
- Itacare Corp
- Company:
- Vtex
- Filing Date:
- 2023-02-14
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Mira Limited | 0 | 3,267,031 | 0 | 3,267,031 | 3,267,031 | 3.8% |
| Abrolhos One Limited | 0 | 32,153,276 | 0 | 32,153,276 | 32,153,276 | 27.9% |
| Itacare Corporation | 0 | 15,000,000 | 0 | 15,000,000 | 15,000,000 | 15.3% |
| Signo Inv. Tech Co Ltd | 0 | 2,500,000 | 0 | 2,500,000 | 2,500,000 | 2.9% |
| Imbetiba Fund Inc | 0 | 18,420,307 | 0 | 18,420,307 | 18,420,307 | 18.2% |
| Arbalete Fund Inc | 0 | 14,100 | 0 | 14,100 | 14,100 | 0.02% |
| Mariano Gomide de Faria | 0 | 4,777,031 | 0 | 4,777,031 | 4,777,031 | 5.4% |
| Geraldo do Carmo Thomaz Junior | 0 | 16,024,100 | 0 | 16,024,100 | 16,024,100 | 16.2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 01)*
Under the Securities Exchange Act of 1934
VTEX
(Name of Issuer)
Class A common shares, par value $0.0001 per share
(Titles of Class of Securities)
G9470A102
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting persons 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 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).
| 1. | Name of Reporting Persons:
Mira Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
3,267,031 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
3,267,031 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
3,267,031 | |||||
| 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):
3.8% (1) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| (1) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 3,267,031 Class B Common Stock. |
2
| 1. | Name of Reporting Persons:
Abrolhos One Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
32,153,276 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
32,153,276 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
32,153,276 | |||||
| 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):
27.9% (2) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| (2) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 32,153,276 Class B Common Stock. |
3
| 1. | Name of Reporting Persons:
Itacare Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
15,000,000 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
15,000,000 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
15,000,000 | |||||
| 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):
15.3% (3) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| (3) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 15,000,000 Class B Common Stock. |
4
| 1. | Name of Reporting Persons:
Signo Inv. Tech Co Ltd | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
2,500,000 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
2,500,000 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
2,500,000 | |||||
| 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):
2.9% (4) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| (4) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 2,000,000 Class B Common Stock. |
5
| 1. | Name of Reporting Persons:
Imbetiba Fund Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
18,420,307 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
18,420,307 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
18,420,307 | |||||
| 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):
18.2% (5) | |||||
| 12. | Type of Reporting Person (See Instructions):
CO | |||||
| (5) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 18,420,307 Class B Common Stock. |
6
| 1. | Name of Reporting Persons:
Arbalete Fund Inc. | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Bahamas | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
14,100 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
14,100 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
14,100 | |||||
| 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):
0.02% (6) | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| (6) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022. |
7
| 1. | Name of Reporting Persons:
Mariano Gomide de Faria | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Brazil | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
4,777,031 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
4,777,031 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
4,777,031 | |||||
| 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):
5.4% (7) | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| (7) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 3,267,031 Class B Common Stock and options to purchase 1,500,000 Class A Common shares exercisable within 60 days of December 31, 2022. |
8
| 1. | Name of Reporting Persons:
Geraldo do Carmo Thomaz Junior | |||||
| 2. | Check the Appropriate Box if a Member of a Group
(a) ☐ (b) ☒ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization:
Brazil | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | Sole Voting Power:
0 | ||||
| 6. | Shared Voting Power:
16,024,100 | |||||
| 7. | Sole Dispositive Power:
0 | |||||
| 8. | Shared Dispositive Power:
16,024,100 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person:
16,024,100 | |||||
| 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):
16.2% (8) | |||||
| 12. | Type of Reporting Person (See Instructions):
IN | |||||
| (8) | Based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and the Reporting Persons beneficial ownership of 15,000,000 Class B Common Stock and options to purchase 1,000,000 Class A Common shares exercisable within 60 days of December 31, 2022. |
9
Item 1.
(a) Name of Issuer:
VTEX (the Issuer)
(b) Address of Issuers Principal Executive Offices:
125 Kingsway, Wc2B 6NH
London, United Kingdom
Item 2.
(a) Name of Person Filing:
Mira Limited
Abrolhos One Limited
Itacare Corporation
Signo Inv. Tech Co Ltd
Imbetiba Fund Inc.
Arbalete Fund Inc.
Mariano Gomide de Faria
Geraldo do Carmo Thomaz Junior
The foregoing persons are hereinafter sometimes collectively referred to as the Reporting Persons.
(b) Address of Principal Business Office, or, if None, Residence:
The principal business office for each of Mira Limited, Abrolhos One Limited, Itacare Corporation, Signo Inv. Tech Co Ltd, Imbetiba Fund Inc., and Arbalete Fund Inc. is:
Goodmans Bay Corporate Centre, Second Floor
West Bay Street
P.O. Box SP-61567
Nassau, Bahamas
The principal business office for each of Mariano Gomide de Faria and Geraldo do Carmo Thomaz Junior is:
c/o VTEX
10th Floor, 12 E 49th Street
New York, NY 10017
(c) Citizenship:
See Item 4 of each cover page.
(d) Title of Class of Securities:
Class A common shares, $0.0001 par value per share (Class A Common Shares).
(e) CUSIP Number:
G9470A102
10
Item 3.
Not applicable.
Item 4. Ownership.
(a) Amount beneficially owned:
The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G incorporated by reference in its entirety into this Item 4.
Beneficial ownership Class A Common Shares reported herein is based on 3,267,031 Class B common shares directly held by Mira Limited; 32,153,276 Class B common shares directly held by Abrolhos One Limited; 15,000,000 Class B common shares directly held by Itacare Corporation; 500,000 Class A Common Shares and 2,000,000 Class B common shares held by Signo Inv. Tech Co Ltd; 18,420,307 Class B common shares held by Imbetiba Fund Inc.; 14,100 Class A Common Shares held by Arbalete Fund Inc. (for accounting purposes, these 14,100 Class A shares are held exclusively by the Class M shares of Arbalete Fund Inc.); 10,000 Class A Common Shares and options to purchase 1,500,000 Class A Common shares exercisable within 60 days of December 31, 2022, held directly by Mariano Gomide de Faria; and 24,100 Class A Common Shares and options to purchase 1,000,000 Class A Common shares exercisable within 60 days of December 31, 2022, held directly by Geraldo do Carmo Thomaz Junior.
Mariano Gomide de Faria is the sole member and director of Mira Limited. The controlling entity of Abrolhos One Limited is MGF Trust. MGF Trust shares control of Arbalete Fund Inc. with Thomaz Family Trust. MGF Trust controls the Class M shares of Arbalete Fund Inc. Mr. Gomide de Faria serves as the investment advisor to MGF Trust, pursuant to which Mr. Gomide de Faria may make non-binding investment recommendations to MGF Trust. Onyx Partners Limited, as trustee of MGF Trust, may be deemed to have beneficial ownership over the common shares held by Albrolhos One Limited and by Arbalete Fund Inc. Mr. Gomide de Faria disclaims beneficial ownership of the common shares held by Abrolhos One Limited and Arbalete Fund Inc.
Geraldo do Carmo Thomaz Junior is the sole member and director of Itacare Corporation. The sole shareholder of each of Signo Inv. Tech Co Ltd and Imbetiba Fund Inc. is Thomaz Family Trust. Mr. do Carmo Thomaz Junior serves as the investment advisor to Thomaz Family Trust, pursuant to which Mr. do Carmo Thomaz Junior may make non-binding investment recommendations to Thomaz Family Trust. Onyx Partners Limited, as trustee of Thomaz Family Trust, may be deemed to have beneficial ownership over the common shares held by Signo Inv. Tech Co Ltd and Imbetiba Fund Inc. Thomaz Family Trust shares control of Arbalete Fund inc. with MGF Trust. Mr. do Carmo Thomaz Junior disclaims beneficial ownership of the common shares held by Signo Inv. Tech Co Ltd and Imbetiba Fund Inc.
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the shares reported herein that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares reported herein that are not directly owned by such Reporting Person.
Each Class A Common Share is entitled to one vote. Each Class B common share is entitled to ten votes and is convertible into one Class A Common Share, at the option of the holder and automatically upon transfer, subject to certain exceptions.
Calculations based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuers Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and includes each Reporting Persons beneficial ownership of Class B common shares, and options to purchase Class A Common Shares, as applicable.
(b) Percent of class:
See Item 11 on the cover pages hereto.
(c) Number of Shares as to which the Reporting Person has:
11
(i) Sole power to vote or to direct the vote:
See Item 5 on the cover pages hereto.
(ii) Shared power to vote or to direct the vote:
See Item 6 on the cover pages hereto.
(iii) Sole power to dispose or to direct the disposition of:
See Item 7 on the cover pages hereto.
(iv) Shared power to dispose or to direct the disposition of:
See Item 8 on the cover pages hereto.
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 5 percent of the class of securities, check the following ☐.
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.
Not applicable.
Item 8. Identification and Classification of Members of the Group.
The Reporting Persons have agreed to jointly file this Schedule 13G in accordance with Rule 13d-1(k) of the Act, the agreement with respect to which is attached hereto as Exhibit 1. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a group for the purposes of Sections 13(d) and 13(g) of the Act.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
12
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: February 14, 2023
| MIRA LIMITED | ||
| By: | /s/ Mariano Gomide de Faria | |
| Name: | Mariano Gomide de Faria | |
| Title: | Director | |
| ABROLHOS ONE LIMITED | ||
| By: Bluebay Directors Limited, its director | ||
| By: | /s/ Sheldon Cartwright | |
| Name: | Sheldon Cartwright | |
| Title: | Authorized Signatory | |
| By: | /s/ Anya Sturrup | |
| Name: | Anya Sturrup | |
| Title: | Authorized Signatory | |
| ITACARE CORPORATION | ||
| By: | /s/ Geraldo do Carmo Thomaz Junior | |
| Name: | Geraldo do Carmo Thomaz Junior | |
| Title: | Director | |
| SIGNO INV. TECH CO LTD | ||
| By: Flamingo Bay Directors Ltd, its director | ||
| By: | /s/ Sheldon Cartwright | |
| Name: | Sheldon Cartwright | |
| Title: | Authorized Signatory | |
| By: | /s/ Anya Sturrup | |
| Name: | Anya Sturrup | |
| Title: | Authorized Signatory | |
| IMBETIBA FUND INC. | ||
| By: Bluebay Directors Limited, its director | ||
| By: | /s/ Sheldon Cartwright | |
| Name: | Sheldon Cartwright | |
| Title: | Authorized Signatory | |
| By: | /s/ AnyaSturrup | |
| Name: | Anya Sturrup | |
| Title: | Authorized Signatory | |
| ARBALETE FUND INC. | ||
| By: Bluebay Directors Limited and Blue Medallion Investments Limited, its director | ||
| By: | /s/ Sheldon Cartwright | |
| Name: | Sheldon Cartwright | |
| Title: | Authorized Signatory | |
| By: | /s/ Anya Sturrup | |
| Name: | Anya Sturrup | |
| Title: | Authorized Signatory | |
| By: | /s/ Anja Davis | |
| Name: | Anja Davis | |
| Title: | Authorized Signatory | |
| By: | /s/ Lashawn Bethell | |
| Name: | Lashawn Bethell | |
| Title: | Authorized Signatory | |
| MARIANO GOMIDE DE FARIA | ||
| /s/ Mariano Gomide de Faria | ||
| GERALDO DO CARMO THOMAZ JUNIOR | ||
| /s/ Geraldo do Carmo Thomaz Junior | ||
EXHIBIT LIST
| Exhibit 1 | Joint Filing Agreement dated February 14, 2023 (filed herewith). |