Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
13 Februar 2024 - 11:00PM
Edgar (US Regulatory)
United
States
Securities
and Exchange Commission
Washington,
D.C. 20549
Schedule
13G
(Rule
13d-102)
Information
to be Included in Statements Filed Pursuant
to
§ 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant
to § 240.13d-2
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 1)*
Inter
& Co, Inc.
(Name
of Issuer)
Class
A Common Shares
(Title
of Class of Securities)
G4R20B107
(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 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. G4R20B107 |
Schedule
13G |
Page
1 of 12 |
| 1 |
Names
of Reporting Persons
SoftBank
Group Corp. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Japan |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
CO |
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
2 of 12 |
| 1 |
Names
of Reporting Persons
SB
Global Advisers Limited |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
England
and Wales |
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
CO |
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
3 of 12 |
| 1 |
Names
of Reporting Persons
Delaware
Project 11 L.L.C. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 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
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
4 of 12 |
| 1 |
Names
of Reporting Persons
SBLA
Latin America Fund LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 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
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
5 of 12 |
| 1 |
Names
of Reporting Persons
SBLA
Investments II LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 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
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
6 of 12 |
| 1 |
Names
of Reporting Persons
SLA
Investments IV LLC |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 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
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
OO
(Limited Liability Company)
|
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
7 of 12 |
| 1 |
Names
of Reporting Persons
SBLA
Holdings (Cayman) L.P. |
|
| 2 |
Check
the Appropriate Box if a Member of a Group
|
(a)
☐
(b)
☐ |
| 3 |
SEC
Use Only
|
|
| 4 |
Citizenship
or Place of Organization
Cayman
Islands
|
|
| Number
of Shares Beneficially Owned by Each Reporting Person With |
5 |
Sole
Voting Power
0 |
| 6 |
Shared
Voting Power
64,506,636 |
| 7 |
Sole
Dispositive Power
0 |
| 8 |
Shared
Dispositive Power
64,506,636 |
| 9 |
Aggregate
Amount Beneficially Owned by Each Reporting Person
64,506,636 |
| 10 |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares
Not
Applicable |
| 11 |
Percent
of Class Represented by Amount in Row 9
22.6% |
| 12 |
Type
of Reporting Person
PN
|
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
8 of 12 |
| ITEM
1. |
(a) |
Name
of Issuer: |
Inter
& Co, Inc. (the “Issuer”).
| |
(b) |
Address
of Issuer’s Principal Executive Offices: |
Av
Barbacena, 1.219, 22nd Floor Belo Horizonte, Brazil, ZIP Code 30 190-131
| ITEM
2. |
(a) |
Name
of Person Filing: |
Each
of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting
Persons.” This statement is filed on behalf of:
SoftBank
Group Corp. (“SoftBank”)
SB
Global Advisers Limited (“SBGA”)
Delaware
Project 11 L.L.C.
SBLA
Latin America Fund LLC
SBLA
Investments II LLC
SLA
Investments IV LLC
SBLA
Holdings (Cayman) L.P.
| |
(b) |
Address
or Principal Business Office: |
The
principal business address of SoftBank is 1-7-1 Kaigan, Minato-ku, Tokyo, 105-7537, Japan. The principal business address of SBGA is
69 Grosvenor Street, Mayfair, London W1K 3JP, England, United Kingdom. The principal business address of SBLA Holdings (Cayman) L.P.
is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The principal business address of each of the other
Reporting Persons is 251 Little Falls Drive, Wilmington, DE 19808.
| |
(c) |
Citizenship
of each Reporting Person is: |
SoftBank
is organized under the laws of Japan. SBGA is organized under the laws of England and Wales. SBLA Holdings (Cayman) L.P. is organized
under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware.
| |
(d) |
Title
of Class of Securities: |
Class
A common shares, par value $0.0000025 per share (“Class A Common Shares”).
G4R20B107
Not
applicable.
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
9 of 12 |
The
ownership information presented below represents beneficial ownership of Class A Common Shares of the Issuer as of December 31, 2023,
based upon 285,153,435 Class A Common Shares outstanding as of January 16, 2024, as disclosed in the Issuer’s Current Report on
Form 6-K filed with the Securities and Exchange Commission on January 16, 2024.
| Reporting
Person | |
Amount beneficially owned | | |
Percent of
class: | | |
Sole
power to vote or to direct the vote: | | |
Shared
power to vote or to direct the vote: | | |
Sole
power to dispose or to direct the disposition of: | | |
Shared power
to dispose
or to
direct the disposition of: | |
| SoftBank
Group Corp. | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
| SB
Global Advisers Limited | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
| Delaware
Project 11 L.L.C. | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
| SBLA
Latin America Fund LLC | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
| SBLA
Investments II LLC | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
| SLA
Investments IV LLC | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
| SBLA
Holdings (Cayman) L.P. | |
| 64,506,636 | | |
| 22.6 | % | |
| 0 | | |
| 64,506,636 | | |
| 0 | | |
| 64,506,636 | |
SBLA
Holdings (Cayman) L.P. is the record holder of the Class A Common Shares reported herein.
SoftBank,
which is a publicly traded company listed on the Tokyo Stock Exchange, is the sole shareholder of SBGA, which has been appointed as manager
and is responsible for making final decisions related to the acquisition, structuring, financing and disposal of SBLA Latin America Fund
LLC’s investments, including as held by SBLA Holdings (Cayman) L.P. SBLA Holdings (Cayman) L.P. is controlled and wholly owned
by SLA Investments IV LLC, which is a wholly owned subsidiary of SBLA Investments II LLC, which is a wholly owned subsidiary of SBLA
Latin America Fund LLC, which is a wholly owned subsidiary of Delaware Project 11 L.L.C. As a result of these relationships, each of
the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.
| ITEM
5. |
Ownership
of Five Percent or Less of a 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. |
Not
applicable.
| ITEM
8. |
Identification
and Classification of Members of the Group. |
Not
applicable.
| ITEM
9. |
Notice
of Dissolution of Group. |
Not
applicable.
Not
applicable.
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
10 of 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.
Date:
February 13, 2024
| |
SoftBank
Group Corp. |
| |
|
|
| |
By: |
/s/
Yuko Yamamoto |
| |
Name: |
Yuko
Yamamoto |
| |
Title: |
Head
of Corporate Legal |
| |
|
|
| |
SB
Global Advisers Limited |
| |
|
|
| |
By: |
/s/
Alex Clavel |
| |
Name: |
Alex
Clavel |
| |
Title: |
Director |
| |
|
|
| |
Delaware
Project 11 L.L.C. |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| |
|
|
| |
SBLA
Latin America Fund LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| |
|
|
| |
SBLA
Investments II LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| |
|
|
| |
SLA
Investments IV LLC |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
11 of 12 |
| |
SBLA
Holdings (Cayman) L.P. |
| |
|
| |
By: |
SoftBank
Latin America Fund GP (Cayman)
Ltd.,
its General Partner |
| |
|
|
| |
By: |
/s/
Jonathan Duckles |
| |
Name: |
Jonathan
Duckles |
| |
Title: |
Director |
| |
|
|
| CUSIP
No. G4R20B107 |
Schedule
13G |
Page
12 of 12 |
LIST
OF EXHIBITS
Exhibit 99
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1)
promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement
on Schedule 13G. Each of them is responsible for the timely filing of such statement and any amendments thereto, and for the completeness
and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy
of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information
is inaccurate.
IN WITNESS WHEREOF, the undersigned
hereby execute this Joint Filing Agreement as of February 13, 2024.
| |
SoftBank Group Corp. |
| |
|
|
| |
By: |
/s/ Yuko Yamamoto |
| |
Name: |
Yuko Yamamoto |
| |
Title: |
Head of Corporate Legal |
| |
|
|
| |
SB Global Advisers Limited |
| |
|
|
| |
By: |
/s/ Alex Clavel |
| |
Name: |
Alex Clavel |
| |
Title: |
Director |
| |
|
|
| |
Delaware Project 11 L.L.C. |
| |
|
|
| |
By: |
/s/ Jonathan Duckles |
| |
Name: |
Jonathan Duckles |
| |
Title: |
Director |
| |
|
|
| |
SBLA Latin America Fund LLC |
| |
|
|
| |
By: |
/s/ Jonathan Duckles |
| |
Name: |
Jonathan Duckles |
| |
Title: |
Director |
| |
|
|
| |
SBLA Investments II LLC |
| |
|
|
| |
By: |
/s/ Jonathan Duckles |
| |
Name: |
Jonathan Duckles |
| |
Title: |
Director |
| |
SLA Investments IV LLC |
| |
|
|
| |
By: |
/s/ Jonathan Duckles |
| |
Name: |
Jonathan Duckles |
| |
Title: |
Director |
| |
|
|
| |
SBLA Holdings (Cayman) L.P. |
| |
|
| |
By: |
SoftBank Latin America Fund GP (Cayman)
Ltd., its General Partner |
| |
|
|
| |
By: |
/s/ Jonathan Duckles |
| |
Name: |
Jonathan Duckles |
| |
Title: |
Director |
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