UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
SEMANTIX, INC.
(Name of Issuer)
Ordinary Shares, par value $0.001 per share
(Titles of Class of Securities)
G6332A106
(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 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).
|
1
|
NAME OF REPORTING PERSON
DDT Investments Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
10,692,658
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
10,692,658
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,692,658
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.3%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
1
|
NAME OF REPORTING PERSON
Cumorah Group Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
5,230,105
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
5,230,105
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,230,105
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.5%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
1
|
NAME OF REPORTING PERSON
ETZ Chaim Investments Ltd.
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
|
|
3
|
SEC USE ONLY
|
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
|
6
|
SHARED VOTING POWER
10,440,108
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
10,440,108
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,440,108
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
13.0%
|
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
|
1
|
NAME OF REPORTING PERSON
Leonardo dos Santos Poça D’Água
|
|
|
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
26,362,871
|
|
|
7
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
SHARED DISPOSITIVE POWER
10,692,658
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,362,871
|
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
32.8%
|
|
|
12
|
TYPE OF REPORTING PERSON
IN
|
|
Item 1(a). Name of Issuer:
Semantix, Inc.
Item 1(b). Address of Issuer’s Principal Executive Offices:
Avenida Eusébio Matoso, 1375, 10º andar
São Paulo, São Paulo, Brazil, 05423-180
Item 2(a). Name of Person Filing:
This statement is being filed jointly pursuant to §240.13d-1(k)(1) on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (1) |
DDT Investments Ltd.
|
| (2) |
Cumorah Group Ltd.
|
| (3) |
ETZ Chaim Investments Ltd.
|
| (4) |
Leonardo dos Santos Poça D’Água
|
Item 2(b). Address of Principal Business Office or, if none, Residence:
The principal business address of each of the Reporting Persons is Avenida Eusébio Matoso, 1375, 10º andar, São Paulo, São Paulo, Brazil, 05423-180.
Item 2(c). Citizenship:
See responses to Item 4 on each cover page.
Item 2(d). Titles of Classes of Securities:
Ordinary Shares, par value $0.001 per share (“Ordinary Shares”)
Item 2(e). CUSIP Number:
G6332A106.
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 Exchange Act (15 U.S.C. 78o).
|
|
|
(b)
|
☐
|
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).
|
|
|
(c)
|
☐
|
Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
|
|
|
(d)
|
☐
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
☐
|
Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
☐
|
Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
☐
|
Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
☐
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
☐
|
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).
|
|
|
(j)
|
☐
|
Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
☐
|
Group in accordance with §240.13d-1(b)(1)(ii)(K).
|
|
|
If filing as a non-U.S. institution in accordance with §240. 13d-1(b)(1)(ii)(J), please specify the type of institution: ______________ .
|
|||
Item 4. Ownership.
| (a) |
Amount beneficially owned:
|
See responses to Item 9 on each cover page.
The beneficial ownership reported herein reflects (i) 10,692,658 Ordinary Shares held by DDT Investments Ltd., which is an investment vehicle owned by Leonardo dos Santos Poça D’Água, a
co-founder of the Issuer, (ii) 5,230,105 Ordinary Shares held by Cumorah Group Ltd., which is an investment vehicle owned by Leandro dos Santos Poça D’Água, also co-founder of the Issuer and the brother of Leonardo dos Santos Poça D’Água and (iii)
10,440,108 Ordinary Shares held by ETZ Chaim Investments Ltd., which is an investment vehicle owned by Leonardo Augusto Oliveira Dias, the third co-founder of the Issuer (collectively, the “Founders”). Each of the Founders has appointed Leonardo dos
Santos Poça D’Água as their representative pursuant to a shareholders agreement entered into by them, pursuant to which Leonardo dos Santos Poça D’Água has been delegated full voting power over the Ordinary Shares held by the Founders.
| (b) |
Percent of class:
|
See responses to Item 11 on each cover page.
Calculations of the beneficial ownership percentage are based on 80,492,061 Ordinary Shares outstanding as of November 16, 2022, as reported in the Issuer’s Registration Statement on
Form F-1/A filed on November 16, 2022.
| (c) |
Number of shares as to which such person has:
|
| (i) |
Sole power to vote or to direct the vote:
|
See responses to Item 5 on each cover page.
| (ii) |
Shared power to vote or to direct the vote:
|
See responses to Item 6 on each cover page.
| (iii) |
Sole power to dispose or to direct the disposition of:
|
See responses to Item 7 on each cover page.
| (iv) |
Shared power to dispose or to direct the disposition of:
|
See responses to Item 8 on each cover page.
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.
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.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
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 14, 2023
|
DDT INVESTMENTS LTD.
|
||
|
By:
|
/s/ Leonardo dos Santos Poça D’Água | |
|
Name:
|
Leonardo dos Santos Poça D’Água | |
|
Title:
|
Authorized Signatory |
|
|
CUMORAH GROUP LTD.
|
||
|
By:
|
/s/ Leandro dos Santos Poça D’Água | |
|
Name:
|
Leandro dos Santos Poça D’Água | |
|
Title:
|
Authorized Signatory | |
|
ETZ CHAIM INVESTMENTS LTD.
|
||
|
By:
|
/s/ Leonardo Augusto Oliveira Dias |
|
|
Name:
|
Leonardo Augusto Oliveira Dias | |
|
Title:
|
Authorized Signatory | |
|
LEONARDO DOS SANTOS POÇA D’ÁGUA
|
||
|
By:
|
/s/ Leonardo dos Santos Poça D’Água | |
Exhibit Index
| Exhibit 1 |
Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.
|
Exhibit 1
AGREEMENT OF JOINT FILING
This joint filing agreement (this “Agreement”) is made and entered into as of this 14th day of February, 2023, by and among the undersigned.
The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the Ordinary Shares, par value $0.001 per share, of Semantix, Inc. is filed on behalf
of each of the parties to this Agreement and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The parties to this
Agreement acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the
completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
|
DDT INVESTMENTS LTD.
|
||
|
By:
|
/s/ Leonardo dos Santos Poça D’Água | |
|
Name:
|
Leonardo dos Santos Poça D’Água | |
|
Title:
|
Authorized Signatory |
|
|
CUMORAH GROUP LTD.
|
||
|
By:
|
/s/ Leandro dos Santos Poça D’Água | |
|
Name:
|
Leandro dos Santos Poça D’Água | |
|
Title:
|
Authorized Signatory | |
|
ETZ CHAIM INVESTMENTS LTD.
|
||
|
By:
|
/s/ Leonardo Augusto Oliveira Dias |
|
|
Name:
|
Leonardo Augusto Oliveira Dias | |
|
Title:
|
Authorized Signatory | |
|
LEONARDO DOS SANTOS POÇA D’ÁGUA
|
||
|
By:
|
/s/ Leonardo dos Santos Poça D’Água | |