SEC Form SC 13G/A filed by VTEX (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Amendment No. 01)*

Under the Securities Exchange Act of 1934

VTEX

(Name of Issuer)

Class A common shares, par value $0.0001 per share

(Titles of Class of Securities)

G9470A102

(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 information required on 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).

2.

3.

Item 1.

(a) Name of Issuer:

VTEX (the “Issuer”)

(b) Address of Issuer’s Principal Executive Offices:

125 Kingsway, Wc2B 6NH

London, United Kingdom

Item 2.

(a) Name of Person Filing:

MGF Trust

The Thomaz Family Trust

The foregoing persons are hereinafter sometimes referred to together as the “Reporting Persons.”

(b) Address of Principal Business Office, or, if None, Residence:

The principal business office for each of MGF Trust and the Thomaz Family Trust is:

Goodman’s Bay Corporate Centre, Second Floor

West Bay Street

P.O. Box SP-61567

Nassau, Bahamas

(c) Citizenship:

See Item 4 of each cover page.

(d) Title of Class of Securities:

Class A common stock of the Issuer, $0.0001 par value per share (“Class A Common Stock”).

(e) CUSIP Number:

G9470A102

Item 3.

Not applicable.

4.

Item 4. Ownership.

(a) Amount beneficially owned:

The information contained in rows 5, 6, 7, 8, 9, 10, and 11 on each of the cover pages of this Schedule 13G incorporated by reference in its entirety into this Item 4.

The beneficial ownership of the Class A Common Stock reported herein is based on:

(i) 14,100 shares of Class A Common Stock of the Issuer held exclusively by the Class M shares of Arbalete Fund Inc., and 32,153,276 shares of Class B common stock of the Issuer directly held by Abrolhos One Limited. MGF Trust controls the Class M shares of Arbalete Fund Inc. and is the sole shareholder of Abrolhos One Limited.

(ii) 500,000 shares of Class A Common Stock and 2,000,000 shares of Class B common stock of the Issuer held by Signo Inv. Tech Co Ltd., and 18,420,307 shares of Class B common stock of the Issuer directly held by Imbetiba Fund Inc. The sole shareholder of each of Signo Inv. Tech Co Ltd and Imbetiba Fund Inc. is the Thomaz Family Trust.

The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Sections 13(d) and 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the shares reported herein that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the shares reported herein that are not directly owned by such Reporting Person. Onyx Partners Limited, a public trust company licensed in the Bahamas, which is the trustee of each of the Reporting Persons, may be deemed to have beneficial ownership over the common shares held by them.

Each Class A Common Share is entitled to one vote. Each Class B common share is entitled to ten votes and is convertible into one Class A Common Share, at the option of the holder and automatically upon transfer, subject to certain exceptions.

Calculations based upon 83,048,440 shares of Class A Common Stock outstanding as of August 22, 2022, as reported in Exhibit 99.2 to the Issuer’s Form 6-K filed with the Securities and Exchange Commission on September 2, 2022, and includes each Reporting Person’s beneficial ownership of Class B common shares, and options to purchase Class A Common Shares, as applicable.

(b) Percent of class:

See Item 11 on the cover pages hereto.

(c) Number of Shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See Item 5 on the cover pages hereto.

(ii) Shared power to vote or to direct the vote:

See Item 6 on the cover pages hereto.

5.

(iii) Sole power to dispose or to direct the disposition of:

See Item 7 on the cover pages hereto.

(iv) Shared power to dispose or to direct the disposition of:

See Item 8 on the cover pages hereto.

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 5 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.

The Reporting Persons have agreed to jointly file this Schedule 13G in accordance with Rule 13d-1(k) of the Act, the agreement with respect to which is attached hereto as Exhibit 1. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Item 9. Notice of Dissolution of Group.

Not applicable.

Item 10. Certification.

Not applicable.

6.

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.

Dated: March 22, 2023

7.

EXHIBIT LIST

8.