| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
CI&T Inc (Name of Issuer) |
Class A common shares, par value US$0.00005 per share (Title of Class of Securities) |
G21307106 (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. | G21307106 |
| 1 | Names of Reporting Persons BC 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 600,054.00 | ||||||||
| 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) 2.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, CO |
SCHEDULE 13G |
| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons Brasil Capital Adviser 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 545,979.00 | ||||||||
| 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) 2.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IA, OO |
SCHEDULE 13G |
| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons Ary Cera Zanetta Neto | ||||||||
| 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 1,146,033.00 | ||||||||
| 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) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
SCHEDULE 13G |
| CUSIP No. | G21307106 |
| 1 | Names of Reporting Persons Andre Carvalhaes Ribeiro | ||||||||
| 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 1,146,033.00 | ||||||||
| 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) 5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CI&T Inc | |
| (b) | Address of issuer's principal executive
offices: Estrada Giuseppina Vianelli di Napolli, 1455 - C, Globaltech 13086-530 - Brazil, Campinas - State of Sao Paulo | |
| Item 2. | ||
| (a) | Name of person filing: BC Gestao de Recursos Ltda
Brasil Capital Adviser LLC
Ary Cera Zanetta Neto
Andre Carvalhaes Ribeiro | |
| (b) | Address or principal business office or, if
none, residence: BC Gestao de Recursos Ltda
Rua Joaquim Floriano, 960, Conjunto 51
Itaim Bibi, Sao Paulo, Sao Paulo, Brazil, CEP 04534-004
Brasil Capital Adviser LLC
19505 Biscayne Blvd, Suite 2350, Room 084
Aventura, Florida, 33180
Ary Cera Zanetta Neto
c/o BC Gestao de Recursos Ltda
Rua Joaquim Floriano, 960, Conjunto 51
Itaim Bibi, Sao Paulo, Sao Paulo, Brazil, CEP 04534-004
Andre Carvalhaes Ribeiro
c/o BC Gestao de Recursos Ltda
Rua Joaquim Floriano, 960, Conjunto 51
Itaim Bibi, Sao Paulo, Sao Paulo, Brazil, CEP 04534-004 | |
| (c) | Citizenship: BC Gestao de Recursos Ltda - Other - Brazil
Brasil Capital Adviser LLC - Delaware
Ary Cera Zanetta Neto - Other - Brazil
Andre Carvalhaes Ribeiro - Other - Brazil | |
| (d) | Title of class of securities: Class A common shares, par value US$0.00005 per share | |
| (e) | CUSIP No.: G21307106 | |
| 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 4. | Ownership | |
| (a) | Amount beneficially owned: BC Gestao de Recursos Ltda - 600,054
Brasil Capital Adviser LLC - 545,979
Ary Cera Zanetta Neto - 1,146,033
Andre Carvalhaes Ribeiro - 1,146,033 | |
| (b) | Percent of class: BC Gestao de Recursos Ltda - 2.7%
Brasil Capital Adviser LLC - 2.4%
Ary Cera Zanetta Neto - 5.1%
Andre Carvalhaes Ribeiro - 5.1% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: BC Gestao de Recursos Ltda - 0
Brasil Capital Adviser LLC - 0
Ary Cera Zanetta Neto - 0
Andre Carvalhaes Ribeiro - 0 | ||
| (ii) Shared power to vote or to direct the
vote: BC Gestao de Recursos Ltda - 600,054
Brasil Capital Adviser LLC - 0
Ary Cera Zanetta Neto - 600,054
Andre Carvalhaes Ribeiro - 600,054 | ||
| (iii) Sole power to dispose or to direct the
disposition of: BC Gestao de Recursos Ltda - 0
Brasil Capital Adviser LLC - 0
Ary Cera Zanetta Neto - 0
Andre Carvalhaes Ribeiro - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: BC Gestao de Recursos Ltda - 600,054
Brasil Capital Adviser LLC - 545,979
Ary Cera Zanetta Neto - 1,146,033
Andre Carvalhaes Ribeiro - 1,146,033 | ||
| 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.
All of the securities reported in this Schedule 13G are owned by advisory clients of Brasil Capital Adviser LLC and BC Gestao de Recursos Ltda. | ||
| 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 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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Comments accompanying signature:
* Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his, her or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
To the extent that "ownership of 5 percent or less of a class" was indicated in Item 5, such response only applies to the Reporting Person(s) that indicated elsewhere herein that it beneficially owns five percent (5%) or less of the class.
Exhibit
Information |
Exhibit A - Joint Filing Agreement |