|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)
|
Inter & Co, Inc. (Name of Issuer) |
Class A Common Shares (Title of Class of Securities) |
G4R20B107 (CUSIP Number) |
12/31/2024 (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)
|
SCHEDULE 13G
|
| CUSIP No. | G4R20B107 |
| 1 | Names of Reporting Persons
SQUADRA INVESTMENTS - GESTAO DE RECURSOS 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,946,672.00 | ||||||||
| 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)
9.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
|
| CUSIP No. | G4R20B107 |
| 1 | Names of Reporting Persons
SQUADRA INVESTIMENTOS | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,946,672.00 | ||||||||
| 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)
9.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
|
| CUSIP No. | G4R20B107 |
| 1 | Names of Reporting Persons
GUILHERME MEXIAS ACHE | ||||||||
| 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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
29,946,672.00 | ||||||||
| 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)
9.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Inter & Co, Inc. | |
| (b) | Address of issuer's principal executive offices:
Avenida Barbacena, No. 1.219, 22nd floor, Belo Horizonte, Brazil, 30 190-131 | |
| Item 2. | ||
| (a) | Name of person filing:
SQUADRA INVESTMENTS - GESTAO DE RECURSOS LTDA (the "US Investment Manager");
SQUADRA INVESTIMENTOS - GESTAO DE RECURSOS LTDA (the "Brazil Investment Manager");
Mr. GUILHERME MEXIAS ACHE ("Mr. Ache" and collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is
Av Borges de Medeiros 633/704
Leblon Rio de Janeiro RJ 22430-041 Brazil | |
| (c) | Citizenship:
Brazil | |
| (d) | Title of class of securities:
Class A Common Shares | |
| (e) | CUSIP No.:
G4R20B107 | |
| 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) | 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).
| |
Item 3(i): Investment adviser registered with the Securities and Exchange Commission of Brazil | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The percentages used herein and in the rest of this Schedule 13G/A are calculated based upon the number shares of Common Stock issued and outstanding as of February 4, 2025 as reflected on the Issuer's publicly accessible website and reflect the ownership of the Reporting Persons as of February 4, 2025.
Reporting Persons do not directly own any Common Stock. Pursuant to investment agreements with the certain investment funds and managed accounts (collectively, the "Funds"), the US Investment Manager and the Brazil Investment Manager (together the "Investment Managers") maintain voting and dispositive power with respect to the securities held by the Funds. Mr. Ache controls the Investment Managers. Under the rules promulgated by the Securities and Exchange Commission, the Reporting Persons may be deemed to beneficially own the Common Stock. Each Reporting Person hereby disclaims beneficial ownership of the securities covered by this statement.
The information required by Item 4(a) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Rows 5-11 of the cover page for each Reporting Person hereto. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
| ||
| (ii) Shared power to vote or to direct the vote:
| ||
| (iii) Sole power to dispose or to direct the disposition of:
| ||
| (iv) Shared power to dispose or to direct the disposition of:
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The business of Investment Managers is the rendering of financial services and as such they provides discretionary investment advisory services to each of the Funds. In such capacity, the Investment Managers have the power to make decisions regarding the voting and disposition of the Common Stock. Under the rules promulgated by the Securities and Exchange Commission, the Investment Managers and their control person Mr. Ache may be considered beneficial owners of securities acquired by the Funds. The Reporting Persons have the right to receive the proceeds from the sale of, or the power to direct the receipt of distributions from, the Common Stock reported in this Schedule 13G/A. | ||
| 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
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the foreign regulatory scheme applicable to Each of the Reporting Persons hereby makes the following certification:
By signing below each Reporting Person certifies that, to the best of his or its 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 Section 240.14a-11. is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institution(s). I also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| 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.
|
|
|
|
|
|
|