Inter & Co, Inc. — Major Shareholding Notification 2024

Feb 13, 2024

SC 13G/A 1 formsc13ga.htm

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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).

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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 | 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 |

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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 | 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 |

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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 | 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) |

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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 | 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) |

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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 | 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) |

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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 | 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) |

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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 | 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 |

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CUSIP No. G4R20B107 Schedule 13G Page 8 of 12

ITEM 1. (a)

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)

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”).

(e) CUSIP Number:

G4R20B107

ITEM 3.

Not applicable.

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CUSIP No. G4R20B107 Schedule 13G Page 9 of 12

| ITEM
4. |
| --- |
| (a-c) |

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 — 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.

ITEM 10. Certification.

Not applicable.

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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 |

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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 |

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CUSIP No. G4R20B107 Schedule 13G Page 12 of 12

LIST OF EXHIBITS

| Exhibit
No. | Description |
| --- | --- |
| 99 | Joint
Filing Agreement. |

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