0001193125-24-035286.txt : 20240214 0001193125-24-035286.hdr.sgml : 20240214 20240214092858 ACCESSION NUMBER: 0001193125-24-035286 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240214 DATE AS OF CHANGE: 20240214 GROUP MEMBERS: SEQUOIA CAPITAL FUND MANAGEMENT, L.P. (SEQUOIA CAPITAL FUND MANAGEMENT) GROUP MEMBERS: SEQUOIA CAPITAL FUND PARALLEL, LLC (SCFP) GROUP MEMBERS: SEQUOIA CAPITAL FUND, L.P. (SCF) SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nu Holdings Ltd. CENTRAL INDEX KEY: 0001691493 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance IRS NUMBER: 981302320 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93381 FILM NUMBER: 24633111 BUSINESS ADDRESS: STREET 1: RUA CAPOTE VALENTE, 39 STREET 2: PINHEIROS CITY: SAO PAULO, SP STATE: D5 ZIP: 05409-000 BUSINESS PHONE: 888-888-8888 MAIL ADDRESS: STREET 1: RUA CAPOTE VALENTE, 39 STREET 2: PINHEIROS CITY: SAO PAULO, SP STATE: D5 ZIP: 05409-000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SC US (TTGP), LTD. CENTRAL INDEX KEY: 0001607841 ORGANIZATION NAME: IRS NUMBER: 981162638 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-854-3927 MAIL ADDRESS: STREET 1: 2800 SAND HILL RD, SUITE 101 CITY: MENLO PARK STATE: CA ZIP: 94025 SC 13G/A 1 d565261dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and

Amendments Thereto Filed Pursuant to § 240.13d-2

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

Nu Holdings Ltd.

(Name of Issuer)

Class A ordinary shares, par value $ 0.000006666666667 per share

(Title of Class of Securities)

G6683N 103**

(CUSIP Number)

December 31, 2023

(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)

 

*

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.

**

This CUSIP number applies to the Issuer’s Class A Ordinary Stock.

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).

 

 

 

 1   

 NAME OF REPORTING PERSON

 

 SEQUOIA CAPITAL FUND PARALLEL, LLC (“SCFP”)

 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

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 36,260,849

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 36,260,849

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 36,260,849

10  

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

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 1.0%1

12  

 TYPE OF REPORTING PERSON

 

 OO

 

1

Based on a total of 3,602,854,813 shares of common stock outstanding as of December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on April 20, 2023.

 1   

 NAME OF REPORTING PERSON

 

 SEQUOIA CAPITAL FUND, L.P. (“SCF”)

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 216,059,457

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 216,059,457

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 216,059,457

10  

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

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 6.0%1

12  

 TYPE OF REPORTING PERSON

 

 PN

 

1

Based on a total of 3,602,854,813 shares of common stock outstanding as of December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on April 20, 2023.

 1   

 NAME OF REPORTING PERSON

 

 SEQUOIA CAPITAL FUND MANAGEMENT, L.P. (“SEQUOIA CAPITAL FUND MANAGEMENT”)

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 252,320,306 shares, of which 36,260,849 shares are directly owned by SCFP and 216,059,457 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 252,320,306 shares, of which 36,260,849 shares are directly owned by SCFP and 216,059,457 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 252,320,306

10  

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

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 7.0%1

12  

 TYPE OF REPORTING PERSON

 

 PN

 

1

Based on a total of 3,602,854,813 shares of common stock outstanding as of December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on April 20, 2023.

 1   

 NAME OF REPORTING PERSON

 

 SC US (TTGP), LTD. (“SC US (TTGP)”)

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 (a) ☐  (b) ☐

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 CAYMAN ISLANDS

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 0

   6  

 SHARED VOTING POWER

 

 252,320,306 shares, of which 36,260,849 shares are directly owned by SCFP and 216,059,457 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. The General Partner of SEQUOIA CAPITAL FUND MANAGEMENT is SC US (TTGP).

   7  

 SOLE DISPOSITIVE POWER

 

 0

   8  

 SHARED DISPOSITIVE POWER

 

 252,320,306 shares, of which 36,260,849 shares are directly owned by SCFP and 216,059,457 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. The General Partner of SEQUOIA CAPITAL FUND MANAGEMENT is SC US (TTGP).

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 252,320,306

10  

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

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 7.0%1

12  

 TYPE OF REPORTING PERSON

 

 OO

 

1

Based on a total of 3,602,854,813 shares of common stock outstanding as of December 31, 2022 as reported in the Issuer’s Annual Report on Form 20-F for the yearly period ended December 31, 2022, as filed with the Securities and Exchange Commission on April 20, 2023.

ITEM 1.

 

(a)

Name of Issuer:

Nu Holdings, Ltd.

 

(b)

Address of Issuer’s Principal Executive Offices:

Campbells Corporate Services Limited, Floor 4,

Willow House, Cricket Square, KY1-9010

Grand Cayman, Cayman Islands

 

ITEM 2.

 

(a)

Name of Persons Filing:

Sequoia Capital Fund Parallel, LLC

Sequoia Capital Fund, L.P

Sequoia Capital Fund Management, L.P.

SC US (TTGP), Ltd.

The General Partner of SCF and the manager of SCFP is SEQUOIA CAPITAL FUND MANAGEMENT. SC US (TTGP) is the general partner of SEQUOIA CAPITAL FUND MANAGEMENT.

 

(b)

Address of Principal Business Office or, if none, Residence:

2800 Sand Hill Road, Suite 101

Menlo Park, CA 94025

 

(c)

Citizenship:

SCF, SEQUOIA CAPITAL FUND MANAGEMENT, SC US (TTGP): Cayman Islands

SCFP: Delaware

 

(d)

CUSIP No.: G6683N 103

 

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:

NOT APPLICABLE

ITEM 4.

OWNERSHIP

SEE ROWS 5 THROUGH 11 OF COVER PAGES

 

ITEM 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

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 ☐.

 

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.

CERTIFICATION

NOT APPLICABLE

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2024

 

Sequoia Capital Fund Parallel, LLC
By:  

Sequoia Capital Fund Management, L.P.

its Manager

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital Fund, L.P.
By:  

Sequoia Capital Fund Management, L.P.

its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory
Sequoia Capital Fund Management, L.P.
By:  

Sequoia Capital Fund Management, L.P.

Its General Partner

By:  

SC US (TTGP), Ltd.

its General Partner

/s/ Roelof Botha

Roelof Botha, Authorized Signatory
SC US (TTGP), Ltd.
By:  

/s/ Roelof Botha

  Roelof Botha, Authorized Signatory