Sec Form 13G Filing - Guicardi Neto Bruno filing for CI&T Inc (CINT) - 2024-02-13

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

Bruno Guiçardi Neto

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) ☐                           (b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Brazil

NUMBER OF

5

SOLE VOTING POWER
-

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER
61,558,930 (1)

EACH
REPORTING

7

SOLE DISPOSITIVE POWER
-

PERSON WITH

8

SHARED DISPOSITIVE POWER
15,384,156 (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,558,930 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
74.4% (3)(4)

12

TYPE OF REPORTING PERSON
IN

CUSIP No. G21307106

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CUSIP No. G21307106

Page 12 of 18 Pages

1

NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

The Ferreira Guiçardi Family Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP              (a) ☐                            (b) ☒

3

SEC USE ONLY

4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

5

SOLE VOTING POWER
-

SHARES
BENEFICIALLY
OWNED BY

6

SHARED VOTING POWER
61,558,930 (1)

EACH
REPORTING

7

SOLE DISPOSITIVE POWER
-

PERSON WITH

8

SHARED DISPOSITIVE POWER
6,300,000 (2)

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
61,558,930 (1)

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES ☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
74.4% (3)(4)

12

TYPE OF REPORTING PERSON
OO

CUSIP No. G21307106

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CUSIP No. G21307106

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Item 1.

(a)

Name of Issuer:

CI&T Inc (the “Issuer”)

(b)

Address of Issuer’s Principal Executive Offices:

Estrada Giuseppina Vianelli de Napoli, 1455, Bloco C, Globaltech

Zip Code 13086-530

Campinas — São Paulo State — Brazil

Item 2.

(a)

Name of Persons Filing:

This Amendment No. 1 to Schedule 13G is being filed by (i) Cesar Nivaldo Gon; (ii) ENIAC Capital Group Ltd.; (iii) Fernando Matt Borges Martins; (iv) Guaraci Investments Ltd.; (v) Bruno Guiçardi Neto and (vi) The Ferreira Guiçardi Family Trust (each a “Reporting Person” and collectively, the “Reporting Persons”). The Reporting Persons are filing this Amendment No. 1 to Schedule 13G jointly pursuant to their shareholders agreement (the “Shareholders Agreement”), dated November 11, 2021, between the Reporting Persons, AI Calypso Brown LLC, AI Iapetus Grey LLC and AI Titan Black LLC. Each of the Reporting Persons is a shareholder of the Issuer. Each of the Reporting Persons, however, disclaims beneficial ownership with respect to any shares of stock owned by the other Reporting Persons.

This Amendment No. 1 to Schedule 13G is being filed jointly by the Reporting Persons, pursuant to a Joint Filing Agreement, a copy of which is incorporate by reference herein, in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.

(b)

Address of Principal Business Office:

The principal business office of the Reporting Persons is Estrada Giuseppina Vianelli de Napoli, 1455, Bloco C, Globaltech

Zip Code 13086-530, Campinas — SP, Brazil.

(c)

Citizenship:

See row 4 of the cover pages to this Amendment No. 1 to Schedule 13G.

(d)

Title of Class of Securities:

Class A Common Shares, par value $0.00005 per share.

(e)

CUSIP Number:

G21307106

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

X

Not applicable

(a)

Broker or dealer registered under Section 15 of the Act;

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance company as defined in Section 3(a)(19) of the Act;

(d)

Investment company registered under Section 8 of the Investment Company Act;

(f)

Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

Item 4.

Ownership.

(a)

Amount Beneficially Owned:

See row 9 of the cover sheet of each Reporting Person.

(b)

Percent of Class:

See row 11 of the cover sheet of each reporting person.

(c)

Number of shares as to which such person has:

(i)

Sole power to vote or to direct the vote:

See row 5 of the cover sheet of each Reporting Person.

(ii)

Shared power to vote or to direct the vote:

See row 6 of the cover sheet of each Reporting Person.

(iii)

Sole power to dispose or to direct the disposition of:

See row 7 of the cover sheet of each reporting person.

(iv)

Shared power to dispose or direct the disposition of:

See row 8 of the cover sheet of each Reporting Person.

CUSIP No. G21307106

Page 16 of 18 Pages

By virtue of the Shareholders Agreement, the Reporting Persons, AI Calypso Brown LLC, AI Iapetus Grey LLC and AI Titan Black LLC (collectively, the “Parties”) may be deemed to constitute a “group” for purposes of Section13(d) of the Securities Exchange Act of 1934, as amended. The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Shareholder Agreement. Except as disclosed herein, this Amendment No. 1 to Schedule 13G does not reflect any shares of Common Stock beneficially owned by the other Parties.

Item 5.

Ownership of Five Percent or Less of a Class.

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.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

CUSIP No. G21307106

Page 17 of 18 Pages

By: /s/ Cesar Nivaldo Gon

Name: Cesar Nivaldo Gon

By: /s/ Fernando Matt Borges Martins

Name: Fernando Matt Borges Martins

By: /s/ Bruno Guiçardi Neto

Name: Bruno Guiçardi Neto

By: /s/ Cesar Nivaldo Gon

Name: Cesar Nivaldo Gon

GUARACI INVESTMENTS LTD.

By: /s/ Fernando Matt Borges Martins

Name: Fernando Matt Borges Martins

THE FERREIRA GUICARDI FAMILY TRUST

By: /s/ Bruno Guiçardi Neto

Name: Bruno Guiçardi Neto

CUSIP No. G21307106

Page 18 of 18 Pages

Exhibit

Exhibit Description

Exhibit A

Joint Filing Agreement, dated February 9, 2022 by and among Cesar Nivaldo Gon, ENIAC Capital Group Ltd., Fernando Matt Borges Martins, Guaraci Investments Ltd., Bruno Guiçardi Neto and The Ferreira Guiçardi Family Trust (incorporated herein by reference to Exhibit A to Schedule 13G (File No. 005-93075), filed with the SEC on February 11, 2022).