Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
17 February 2024 - 1:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Semantix,
Inc.
(Name
of Issuer)
Ordinary
Shares, $0.001 par value per share
(Title
of Class of Securities)
G6332A106
(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. G6332A106 |
(1) |
Names
of Reporting Persons/ I.R.S. Identification Nos. of Above Persons (Entities Only)
Livia
Ricardi de Almeida |
(2) |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
(3) |
SEC
Use Only
|
(4) |
Citizenship
or Place of Organization
Brazilian |
Number
of Shares Beneficially Owned by Each Reporting Person With |
(5) |
Sole
Voting Power
5,034,254 |
(6) |
Shared
Voting Power
0 |
(7) |
Sole
Dispositive Power
5,034,254 |
(8) |
Shared
Dispositive Power
0 |
(9) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,034,254 |
(10) |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares ☐
(See
Instructions) |
(11) |
Percent
of Class Represented by Amount in Row (9)
6.25% |
(12) |
Type
of Reporting Person (See Instructions)
IN |
Item
1.
SEMANTIX,
INC.
| (b) | Address
of Issuer’s Principal Executive Offices |
Avenida
Eusebio Matoso, 1375, 10º andar, Sao
Paulo,
Sao Paulo, Brazil, 05423-180
Item
2.
Livia
Ricardi de Almeida
| (b) | Address
of Principal Business Office or, if none, Residence |
Avenida
Escola Politécnica, 942, ap. 142
A1,
Bairro Rio Pequeno, São Paulo, SP,
CEP
05.350-000
Brazilian
| (d) | Title
of Class of Securities |
Common
Stock, $0.001 par value per share
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 Act (15 U.S.C. 78o); |
|
(b) |
☐ |
Bank as defined in section
3(a)(6) of the Act (15 U.S.C. 78c); |
|
(c) |
☐ |
Insurance company as defined
in section 3(a)(19) of the 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) |
☐ |
An investment adviser in
accordance with §240.13d-1(b)(1)(ii)(E); |
|
(f) |
☐ |
An employee benefit plan
or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
|
(g) |
☐ |
A parent holding company
or control person in accordance with § 240.13d-1(b)(1)(ii)(G); |
|
(h) |
☐ |
A savings associations
as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
|
(i) |
☐ |
A 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) |
☐ |
Group, in accordance with
§240.13d-1(b)(1)(ii)(J). |
Item
4.
| (a) | Amount
beneficially owned: |
5,034,254
6.25%.
Based upon 80,492,061 Ordinary Shares issued and outstanding as of November 16, 2022, as reported by Semantix, Inc. in its registration
statement on Form F-1 filed on November 16, 2022.
| (c) | Number
of shares as to which the person has: |
| (i) | Sole
power to vote or to direct the vote |
5,034,254
| (ii) | Shared
power to vote or to direct the vote |
0
| (iii) | Sole
power to dispose or to direct the disposition of |
5,034,254
| (iv) | Shared
power to dispose or to direct the disposition of |
0
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.
N/A
Item
7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
N/A
Item
8. Identification and Classification of Members of the Group.
N/A
Item
9. Notice of Dissolution of Group.
N/A
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 16, 2024 |
By: |
/s/
Livia Ricardi de Almeida |
|
Name: |
Livia
Ricardi de Almeida |
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