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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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CI&T Inc. (Name of Issuer) |
Common Stock Class A (Title of Class of Securities) |
G21307106 (CUSIP Number) |
03/31/2025 (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)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons
Prisma Capital Solutions GP II, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
589,584.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.62 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons
Prisma Capital Markets Ltda. | ||||||||
| 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
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
459,357.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons
Marcelo Hallack | ||||||||
| 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
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
589,584.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.62 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons
Gabriel Levy | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
BRAZIL
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
459,357.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
2.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CI&T Inc. | |
| (b) | Address of issuer's principal executive offices:
PO Box 309, Ugland House - Grand Cayman, Cayman Islands, KYI-1104 | |
| Item 2. | ||
| (a) | Name of person filing:
Prisma Capital Solutions GP II, LLC, a Cayman Islands limited liability company ("Prisma Capital GP"), Prisma Capital Markets Ltda., a Brazilian limited liability company ("Prisma Capital Markets"), Marcelo Hallack and Gabriel Levy (collectively, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, dated March 13, 2025, pursuant to which the Reporting Persons have agreed to file this statement and any subsequent amendments hereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act. Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed as an admission that any of the forgoing persons or the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein. | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is Av. Brigadeiro Faria Lima, 2601, 9th Floor, Sao Paulo, Brazil 01452. | |
| (c) | Citizenship:
Prisma Capital GP is organized as a limited liability company under the laws of the Cayman Islands. Prisma Capital Markets is organized as a limited liability company under the laws of Brazil. Marcelo Hallack is a Brazilian citizen. Gabriel Levy is a Brazilian citizen. | |
| (d) | Title of class of securities:
Common Stock Class A | |
| (e) | CUSIP No.:
G21307106 | |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Prisma Capital Solutions GP II, LLC - 589,584
Prisma Capital Markets Ltda. - 459,357
Marcelo Hallack - 589,584
Gabriel Levy - 459,357 | |
| (b) | Percent of class:
Prisma Capital Solutions GP II, LLC - 2.62%
Prisma Capital Markets Ltda. - 2.00%
Marcelo Hallack - 2.62%
Gabriel Levy - 2.00% | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Prisma Capital Solutions GP II, LLC - 0
Prisma Capital Markets Ltda. - 0
Marcelo Hallack - 0
Gabriel Levy - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Prisma Capital Solutions GP II, LLC - 589,584
Prisma Capital Markets Ltda. - 459,357
Marcelo Hallack - 589,584
Gabriel Levy - 459,357 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Prisma Capital Solutions GP II, LLC - 0
Prisma Capital Markets Ltda. - 0
Marcelo Hallack - 0
Gabriel Levy - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Prisma Capital Solutions GP II, LLC - 589,584
Prisma Capital Markets Ltda. - 459,357
Marcelo Hallack - 589,584
Gabriel Levy - 459,357 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 of the Company's Current Report on Schedule 13G filed with the SEC on March 13, 2025). |