SC 13G/A: VTEX

AI Summary

SC 13G/A filing by VTEX.

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — ion) Class A Common Shares, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• tm247155d1_sc13ga.htm (SC 13G/A) — 183KB
• 0001104659-24-027744.txt ( ) — 185KB

(a). Name of Issuer

Item 1(a). Name of Issuer: VTEX (the "Issuer")

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s 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 Parent Ltd Arbalete Fund Inc. Marinao 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, Imbetibda Parent, and Arbalete Fund Inc. is: Goodman's Bay Corporate Center, Second Floor West Bay Street P.O Box SP-61567 Nassau, Bahamas The principal business office for each of Marinao Gomide de Faria and Geraldo do Carmo Thomaz Junior is: c/o VTEX 10 th Floor, 12 E 49 th Street, New York, NY 10017 10 (c) Citizenship: See Item 4 of each cover page. (d) Title and Class of Securities: Class A common shares, $0.0001 par value per share ("Class A Common Shares"). (e) CUSIP No.: G9470A102

If this statement is filed pursuant to Rule 13d-1(b),

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: Not applicable.

Ownership

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 is incorporated by reference in its entirety into this Item 4. Beneficial ownership Class A Common Shares reported herein is based on 44,895 Class A Common Shares and 3,034,335 Class B common shares directly held by Mira Limited; 32,153,276 Class B common shares directly held by Abrolhos One Limited; 35,522 Class A Common Shares and 14,767,304 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 Parent Ltd; 14,100 Class A Common Shares held by Arbalete Fund Inc. (for accounting purposes, 14,100 Class A shares are held exclusively by the Class M shares of Arbalete Fund Inc.); 10,000 Class A Common Shares, options to purchase 1,625,000 Class A Common Shares currently exercisable and options to purchase 500,000 Class A Common Shares exercisable within 60 days of December 31, 2023 held directly by Mariano Gomide de Faria; and 24,100 Class A Common Shares 9 , options to purchase 1,125,000 Class A Common Shares currently exercisable and options to purchase 500,000 Class A Common Shares within 60 days of December 31, 2023 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 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 Abrolhos One Limited and Arbalete Fund Inc. Geraldo do C

Ownership of Five Percent or Less of a Class

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.

Identification and classification of the subsidiary which

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 12

Identification and classification of members of the group

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 I. 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 purposes of Sections 13(d) and 13(g) of the Act.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certifications

Item 10. Certifications. Not applicable. 13 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 26, 2024 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 14 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 PARENT LTD By: Bluebay Directors Limited, its director By: /s/ Sheldon Cartwright Name: Sheldon Cartwright Title: Authorized Signatory 15 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 16 Exhibit I Joint Filing Agreement dated February 14, 2024 (filed herewith) 17 Exhibit I JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them Statements on Schedule 13D or Schedule 13G, as applicable (includi

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