Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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VALOR LATITUDE ACQUISITION CORP.
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(Name of Issuer)
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Unit, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
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(Title of Class of Securities)
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G9460N114
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(CUSIP Number)
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May 4, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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☐
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Rule 13d-1(d)
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*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).
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CUSIP No. G9460N114
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13G
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Page 2 of 10
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1.
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Names Of Reporting Persons
TRUXT Brazil Long Bias
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2.
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check the appropriate box if a group
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(a) ☐
(b) ☒
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3.
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sec use only
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4.
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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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5.
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sole voting power
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0
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6.
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shared voting power
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1,577,666
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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1,577,666
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9.
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aggregate amount beneficially owned by each reporting person
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1,577,666
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
☒
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11.
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percent of class represented by amount in row (9)
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6.9%
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12.
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type of reporting person (See Instructions)
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CO
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CUSIP No. G9460N114
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13G
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Page 3 of 10
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1.
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Names Of Reporting Persons
TRUXT Investments – Equity Long Short Master Fund LLC
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2.
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check the appropriate box if a group
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(a) ☐
(b) ☒
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3.
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sec use only
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4.
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citizenship or place of organization
DELAWARE
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number of shares beneficially owned by each reporting person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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26,820
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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26,820
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9.
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aggregate amount beneficially owned by each reporting person
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26,820
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☒
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11.
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percent of class represented by amount in row (9)
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0.1%
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12.
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type of reporting person (See Instructions)
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PN
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CUSIP No. G9460N114
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13G
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Page 4 of 10
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1.
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Names Of Reporting Persons
TRUXT Investimentos Ltda
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2.
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check the appropriate box if a group
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(a) ☐
(b) ☒
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3.
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sec use only
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4.
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citizenship or place of organization
BRAZIL
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number of shares beneficially owned by each reporting person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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1,850,000
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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1,850,000
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9.
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aggregate amount beneficially owned by each reporting person
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1,850,000
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
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11.
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percent of class represented by amount in row (9)
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8.0%
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12.
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type of reporting person (See Instructions)
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CO
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CUSIP No. G9460N114
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13G
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Page 5 of 10
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1.
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Names Of Reporting Persons
Bruno de Godoy Garcia
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2.
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check the appropriate box if a group
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(a) ☐
(b) ☒
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3.
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sec use only
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4.
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citizenship or place of organization
BRAZIL
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number of shares beneficially owned by each reporting person with:
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5.
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sole voting power
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0
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6.
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shared voting power
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1,850,000
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7.
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sole dispositive power
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0
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8.
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shared dispositive power
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1,850,000
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9.
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aggregate amount beneficially owned by each reporting person
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1,850,000
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10.
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check box if the aggregate amount in row (9) excludes certain shares (See Instructions) ☐
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11.
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percent of class represented by amount in row (9)
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8.0%
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12.
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type of reporting person (See Instructions)
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IN
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CUSIP No. G9460N114
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13G
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Page 6 of 10
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Item 1.
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(a)
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Name of Issuer:
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Valor Latitude Acquisition Corp.
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(b)
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Address of Issuer’s Principal
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PO Box 309, Ugland House
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Executive Offices:
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Grand Cayman, KY1-1104
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Item 2.
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(a)
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Name of Person Filing:
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TRUXT Investimentos Ltda (“TRUXT”) and Bruno de Godoy Garcia have shared voting and dispositive power over 1,850,000 units. Mr. Garcia is the Chief Investment Officer and a controlling person of TRUXT.
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TRUXT is the investment manager, and Mr. Garcia is the portfolio manager, of TRUXT Brazil Long Bias, a Cayman Islands corporation. TRUXT, Mr. Garcia, and TRUXT Brazil Long Bias may be deemed to share voting and
dispositive power with respect to 1,577,666 units held by TRUXT Brazil Long Bias. TRUXT, Mr. Garcia and TRUXT Brazil Long Bias expressly disclaim beneficial ownership of all units held by TRUXT Brazil Long Bias.
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TRUXT is also the investment manager, and Mr. Garcia is also the portfolio manager, of TRUXT Investments – Equity Long Short Master Fund LLC, a Delaware limited liability company. TRUXT, Mr. Garcia, and TRUXT
Investments – Equity Long Short Master Fund LLC may be deemed to share voting and dispositive power with respect to 26,820 shares of units held by TRUXT Investments – Equity Long Short Master Fund LLC. TRUXT, Mr. Garcia, and TRUXT Investments
– Equity Long Short Master Fund LLC expressly disclaim beneficial ownership of all units held by TRUXT Investments – Equity Long Short Master Fund LLC.
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(b)
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Address of Principal Business Office:
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Av. Ataulfo de Paiva, 153, 6 floor, Leblon
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or, if none, Residence
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Rio de Janeiro, RJ, 22440-032 Brazil
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(c)
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Citizenship:
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TRUXT Brazil Long Bias
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Cayman Islands corporation
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TRUXT Investments – Equity
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Delaware limited liability company
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Long Short Master Fund LLC
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TRUXT Investimentos Ltda
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Brazilian corporation
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Bruno de Godoy Garcia
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Brazil
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(d)
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Title of Class of Securities:
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Unit, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant
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(e)
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CUSIP Number:
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G9460N114
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CUSIP No. G9460N114
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13G
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Page 7 of 10
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| Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
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(e)
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[ ]
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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[ ]
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A parent holding company or control person in accordance with § 13d-1(b)(1)(ii)(G);
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(h)
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[ ]
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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)
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[ ]
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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 (15U.S.C. 80a-3);
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(j)
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[ ]
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[ ]
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Group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: _____
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CUSIP No. G9460N114
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13G
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Page 8 of 10
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| Item 4. |
Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
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TRUXT Brazil Long Bias
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1,577,666
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TRUXT Investments – Equity
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26,820
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Long Short Master Fund LLC
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TRUXT Investimentos Ltda
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1,850,000
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Bruno de Godoy Garcia
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1,850,000
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(b)
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Percent of class:
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TRUXT Brazil Long Bias
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6.9%
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TRUXT Investments – Equity
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0.1%
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Long Short Master Fund LLC
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TRUXT Investimentos Ltda
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8.0%
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Bruno de Godoy Garcia
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8.0%
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Calculation of percentage of beneficial ownership is based on 23,000,000 units outstanding as of May 11, 2021, as reported by the Issuer on its Form 8-K filed on May 12, 2021.
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| (c) | Number of shares as to which the person has: | ||
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(i)
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Sole power to vote or to direct the vote:
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0 for all reporting persons
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(ii)
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Shared power to vote or to direct the vote:
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TRUXT Brazil Long Bias
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1,577,666
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TRUXT Investments – Equity
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26,820
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Long Short Master Fund LLC
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TRUXT Investimentos Ltda
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1,850,000
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Bruno de Godoy Garcia
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1,850,000
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(iii)
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Sole power to dispose or to direct the disposition of:
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0 for all reporting persons
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(iv)
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Shared power to dispose or to direct the disposition of:
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TRUXT Brazil Long Bias
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1,577,666
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TRUXT Investments – Equity
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26,820
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Long Short Master Fund LLC
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TRUXT Investimentos Ltda
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1,850,000
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Bruno de Godoy Garcia
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1,850,000
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Ownership of Five Percent or Less of a Class
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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 [ ].
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Not Applicable
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CUSIP No. G9460N114
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13G
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Page 9 of 10
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Item 10. Certification
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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 fo
r 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 230.14a-11.
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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: May 14, 2021
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TRUXT BRAZIL LONG BIAS
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By: /s/ Bruno de Godoy Garcia
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Name: Bruno de Godoy Garcia
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Title: Director
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TRUXT INVESTMENTS – EQUITY LONG SHORT MASTER FUND LLC
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By: /s/ Bruno de Godoy Garcia
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Name: Bruno de Godoy Garcia
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Title: Director of Investment Manager
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TRUXT INVESTIMENTOS LTDA
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By: /s/ Bruno de Godoy Garcia
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Name: Bruno de Godoy Garcia
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Title: Director
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By: /s/ Bruno de Godoy Garcia
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Name: Bruno de Godoy Garcia
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