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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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PicS N.V. (Name of Issuer) |
Class A common shares, each with a nominal value of Euro 0.01 (Title of Class of Securities) |
N699581010 (CUSIP Number) |
01/30/2026 (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. | N699581010 |
| 1 | Names of Reporting Persons
Raul Marcelo Claure | ||||||||
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,631,578.00 | ||||||||
| 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)
5.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 526,315 Class A common shares held of record by Claure Group (as defined in Item 2(a) below) and (ii) 2,105,263 Class A common shares held of record by Fund I (as defined in Item 2(a) below). Claure Group is owned by a trust affiliated with Mr. Claure. GP I (as defined in Item 2(a) below) is the general partner of Fund I and may be deemed to have voting, investment, and dispositive power with respect to these securities. UGP (as defined in Item 2(a) below) is the sole managing member of GP I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Raul Marcelo Claure and Mwashuma Nyatta are the managing members of UGP and may each be deemed to share voting, investment and dispositive power with respect to the securities held by Fund I.
Based on 46,564,491 Class A common shares outstanding as of January 30, 2026, as reported by the Issuer (as defined in Item 1(a) below) in its prospectus filed with the United States Securities and Exchange Commission (the Commission) on January 29, 2026 (the Prospectus), assuming exercise in full of the underwriters' option to purchase 3,428,572 additional Class A common shares.
SCHEDULE 13G
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| CUSIP No. | N699581010 |
| 1 | Names of Reporting Persons
Claure Group LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
526,315.00 | ||||||||
| 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)
1.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
These securities are held of record by Claure Group. Claure Group is owned by a trust affiliated with Raul Marcelo Claure.
Based on 46,564,491 Class A common shares outstanding as of January 30, 2026, as reported by the Issuer the Prospectus, assuming exercise in full of the underwriters' option to purchase 3,428,572 additional Class A common shares.
SCHEDULE 13G
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| CUSIP No. | N699581010 |
| 1 | Names of Reporting Persons
Bicycle I, L.P. | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,263.00 | ||||||||
| 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)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
These securities are held of record by Fund I. GP I is the general partner of Fund I and may be deemed to have voting, investment, and dispositive power with respect to these securities. UGP is the sole managing member of GP I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Raul Marcelo Claure and Mwashuma Nyatta are the managing members of UGP and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 46,564,491 Class A common shares outstanding as of January 30, 2026, as reported by the Issuer the Prospectus, assuming exercise in full of the underwriters' option to purchase 3,428,571 additional Class A common shares.
SCHEDULE 13G
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| CUSIP No. | N699581010 |
| 1 | Names of Reporting Persons
Bicycle I GP, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,263.00 | ||||||||
| 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)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
These securities are held of record by Fund I. GP I is the general partner of Fund I and may be deemed to have voting, investment, and dispositive power with respect to these securities. UGP is the sole managing member of GP I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Raul Marcelo Claure and Mwashuma Nyatta are the managing members of UGP and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 46,564,491 Class A common shares outstanding as of January 30, 2026, as reported by the Issuer the Prospectus, assuming exercise in full of the underwriters' option to purchase 3,428,571 additional Class A common shares.
SCHEDULE 13G
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| CUSIP No. | N699581010 |
| 1 | Names of Reporting Persons
Bicycle Management Company, LLC | ||||||||
| 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
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,263.00 | ||||||||
| 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)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
These securities are held of record by Fund I. GP I is the general partner of Fund I and may be deemed to have voting, investment, and dispositive power with respect to these securities. UGP is the sole managing member of GP I and may be deemed to have voting, investment, and dispositive power with respect to these securities. Raul Marcelo Claure and Mwashuma Nyatta are the managing members of UGP and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 46,564,491 Class A common shares outstanding as of January 30, 2026, as reported by the Issuer the Prospectus, assuming exercise in full of the underwriters' option to purchase 3,428,571 additional Class A common shares.
SCHEDULE 13G
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| CUSIP No. | N699581010 |
| 1 | Names of Reporting Persons
Mwashuma Kamata Nyatta | ||||||||
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,105,263.00 | ||||||||
| 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)
4.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
These securities are held of record by Fund I. GP I is the general partner of Fund I and may be deemed to have voting, investment, and dispositive power with respect to these securities. UGP is the sole managing member of GP I and may be deemed to have voting, investment, and dispositive power with respect to these securities. R. Marcelo Claure and Mwashuma Nyatta are the managing members of UGP and may each be deemed to share voting, investment and dispositive power with respect to these securities.
Based on 46,564,491 Class A common shares outstanding as of January 30, 2026, as reported by the Issuer the Prospectus, assuming exercise in full of the underwriters' option to purchase 3,428,571 additional Class A common shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
PicS N.V. | |
| (b) | Address of issuer's principal executive offices:
Avenida Manuel Bandeira, 291, Block A, 2nd Floor, Sao Paulo - SP, Brazil 05317-020 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by Bicycle I, L.P. (Fund I), Bicycle GP I, LLC (GP I), Bicycle Management Company, LLC (UGP) and Claure Group LLC (Claure Group, and together with Fund I, GP I and UGP, the Reporting Entities) and Raul Marcelo Claure and Mwashuma Nyatta (the Reporting Individuals). The Reporting Entities and the Reporting Individuals are collectively referred to as the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of the Raul Marcelo Claure and Claure Group is 200 S. Biscayne Boulevard, Suite 4420, Miami, Florida 33131. The address of the principal business office of Mwashuma Nyatta, Fund I, GP I and UGP is 3390 Mary St., Ste. 116, OFC 104, Coconut Grove, FL 33133. | |
| (c) | Citizenship:
GP I, UGP and Claure Group are each a limited liability company organized under the laws of the State of Delaware. Fund I is a limited partnership organized under the laws of the State of Delaware. The Reporting Individuals are each a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A common shares, each with a nominal value of Euro 0.01 | |
| (e) | CUSIP No.:
N699581010 | |
| 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:
See Row 9 of the cover page for each Reporting Person and the corresponding comments. Amounts reported in this Schedule 13G exclude warrants held by the Reporting Person that are not exerciscable within 60 days of the filing of this Schedule 13G. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments. | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Not Applicable
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| 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.
Under certain circumstances set forth in the limited partnership agreement of Fund I and the limited liability company agreements of GP I and UGP, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of securities of the Issuer owned by each such entity of which they are a partner or member, as the case may be. | ||
| 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 1 - Joint Filing Agreement dated February 6, 2026 |