CUSIP No. G21307106 | | Page 2 of 13 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
| Cesar Nivaldo Gon |
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 61,324,567 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER - |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 23,303,273 (2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,324,567 (1) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.3% (3)(4) |
12 | TYPE OF REPORTING PERSON IN |
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(1) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon, 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins, 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust. Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
(2) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon and incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Each Class B common share held of record by ENIAC Capital Group Ltd. is convertible into one Class A common share at the option of its holder at any time.
(3) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 15,000,000 Class A common shares outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
CUSIP No. G21307106 | | Page 3 of 13 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
| ENIAC Capital Group Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| British Virgin Islands |
NUMBER OF
| 5 | SOLE VOTING POWER - |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 61,324,567 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER - |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 23,303,273 (2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,324,567 (1) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.3% (3)(4) |
12 | TYPE OF REPORTING PERSON CO |
| | | | |
(1) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon, 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins, 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust. Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
(2) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon and incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Each Class B common share held of record by ENIAC Capital Group Ltd. is convertible into one Class A common share at the option of its holder at any time.
(3) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 15,000,000 Class A common shares outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
CUSIP No. G21307106 | | Page 4 of 13 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
| Fernando Matt Borges Martins |
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 61,324,567 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER - |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 22,722,913 (2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,324,567 (1) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.3% (3)(4) |
12 | TYPE OF REPORTING PERSON IN |
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(1) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon, 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins, 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust. Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
(2) Consists of 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins and incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Each Class B common share held of record by Guaraci Investments Ltd. is convertible into one Class A common share at the option of its holder at any time.
(3) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 15,000,000 Class A common shares outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
CUSIP No. G21307106 | | Page 5 of 13 Pages |
1 | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) |
| Guaraci Investments Ltd. |
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒ |
3 | SEC USE ONLY |
4 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| British Virgin Islands |
NUMBER OF
| 5 | SOLE VOTING POWER - |
SHARES BENEFICIALLY OWNED BY | 6 | SHARED VOTING POWER 61,324,567 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER - |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 22,722,913 (2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,324,567 (1) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.3% (3)(4) |
12 | TYPE OF REPORTING PERSON CO |
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(1) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon, 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins, 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust. Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
(2) Consists of 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins and incorporated under the laws of the British Virgin Islands with registered office at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands. Each Class B common share held of record by Guaraci Investments Ltd. is convertible into one Class A common share at the option of its holder at any time.
(3) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 15,000,000 Class A common shares outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
CUSIP No. G21307106 | | Page 6 of 13 Pages |
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 61,324,567 (1) |
EACH REPORTING | 7 | SOLE DISPOSITIVE POWER - |
PERSON WITH | 8 | SHARED DISPOSITIVE POWER 15,298,381 (2) |
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 61,324,567 (1) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.3% (3)(4) |
12 | TYPE OF REPORTING PERSON IN |
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(1) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon, 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins, 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust. Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
(2) Consists of 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust, an entity incorporated under the laws of the State of Delaware with registered office at 200 Bellevue Parkway, Suite 250, Wilmington, DE 19809, United States of America. Each Class B common share held of record by The Ferreira Guiçardi Family Trust is convertible into one Class A common share at the option of its holder at any time.
(3) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 15,000,000 Class A common shares outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.
CUSIP No. G21307106 | | Page 7 of 13 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 61,324,567 (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 61,324,567 (1) |
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐ |
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 80.3% (3)(4) |
12 | TYPE OF REPORTING PERSON OO |
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(1) Consists of 23,303,273 Class B Common Shares held of record by ENIAC Capital Group Ltd., an entity controlled by César Nivaldo Gon, 22,722,913 Class B Common Shares held of record by Guaraci Investments Ltd., an entity controlled by Fernando Matt Borges Martins, 8,998,381 Class B Common Shares held of record by Bruno Guiçardi Neto and 6,300,000 Class B common shares held through The Ferreira Guiçardi Family Trust. Each Class B common share is convertible into one Class A common share at the option of its holder at any time.
(2) Consists of 6,300,000 Class B common shares beneficially owned by Bruno Guiçardi Neto through The Ferreira Guiçardi Family Trust, an entity incorporated under the laws of the State of Delaware with registered office at 200 Bellevue Parkway, Suite 250, Wilmington, DE 19809, United States of America. Each Class B common share held of record by The Ferreira Guiçardi Family Trust is convertible into one Class A common share at the option of its holder at any time.
(3) Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 15,000,000 Class A common shares outstanding as of December 31, 2021, as reported by the Issuer to the Reporting Person, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are treated as converted into Class A common shares for the purpose of this report.