UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Sigma Lithium Corporation
(Name of Issuer)
 
Common shares, no par value
(Title of Class of Securities)
 
826599102
(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 disclosures provided in a prior cover page.

** This Amendment No. 2 to Schedule 13G amends Amendment No. 1, filed by the Reporting Persons on February 14, 2023, to correct the number of the Company’s common shares reported as beneficially owned.

The information required on 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).

 

 

   

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 2 of 8

 

 

1

NAME OF REPORTING PERSON

 

A10 Investimentos Fundo de Investimento de Acoes – Investimento No Exterior

  
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

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

47,684,968

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

47,684,968

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,684,968

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

43.6%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 3 of 8

 

 

1

NAME OF REPORTING PERSON

 

A10 Investimentos LTDA

  
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

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

47,684,968

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

47,684,968

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

47,684,968

  
10

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

 

 

 ☐
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

43.6%

  
12

TYPE OF REPORTING PERSON

 

OO

  

 

  

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 4 of 8

 

 

Item 1. (a) NAME OF ISSUER
     
    Sigma Lithium Corporation (the “Company”).
     
  (b) ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
     
   

Suite 2200, HSBC Building, 885 West Georgia St., Vancouver, BC V6C 3E8 Canada 

     
Item 2. (a) NAMES OF PERSONS FILING
     
  This Statement is being filed on behalf of each of A10 Investimentos Fundo de Investimento de Acoes – Investimento No Exterior (“A10 Fund”) and A10 Investimentos LTDA (“A10 Investimentos”, collectively, the “Reporting Persons”).
     
  (b)

ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE

     
 

The mailing address of the Reporting Persons is Avenida 9 de Julho 4939, Office No. 91, Itaim, Sao Paulo/SP, Brazil, CEP 01407-200.

     
  (c)

CITIZENSHIP

     
  (i)

A10 Fund - Brazil

     
  (ii)

A10 Investimentos - Brazil

     
  (d)

TITLE OF CLASS OF SECURITIES

     
 

Common shares, no par value (the “common shares”).

     
  (e)

CUSIP NUMBER

     
 

826599102.

 

  

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 5 of 8

 

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS:
     
  Not applicable.
     
Item 4. OWNERSHIP.
     
  As of December 31, 2023, the Reporting Persons owned the following number of the Company’s common shares:
     
  (i)

A10 Fund owned of record 47,684,968 common shares or 43.6% of the issued and outstanding common shares

     
  (ii)

A10 Investimentos owned of record no common shares or 0.0% of the issued and outstanding common shares

 

  A10 Investimentos shares beneficial ownership of the common shares held by A10 Fund. A10 Investimentos is the portfolio manager of A10 Fund. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record.
   
  Amount Beneficially Owned:
 

By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 47,684,968 common shares.

   
  Percentage Owned:
 

All calculations of percentage ownership herein are based on an aggregate of 109,390,373 common shares reported by the Company to be outstanding as of September 30, 2023, as disclosed in its Unaudited Condensed Interim Consolidated Financial Statements on Form 6-K, filed with the U.S. Securities and Exchange Commission on November 15, 2023.

   
  Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:
     
  (i) Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the common shares as indicated on such Reporting Person’s cover page included herein.
     
  (ii) Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 47,684,968 common shares that may be deemed to be owned beneficially by each of them.
     
Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

  

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 6 of 8

 

 

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
   
  See Item 4, which states the identity of the members of the group filing this Schedule 13G.
   
Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.
   
Item 10. CERTIFICATION
   
  Not applicable.

 

  

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 7 of 8

 

 

Exhibit Index

 

Exhibit 1. Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (previously filed).

 

 

 

 

  

 

 

CUSIP No. 826599102 SCHEDULE 13G Page 8 of 8

 

 

SIGNATURES

 

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 as of February 13, 2024

 

  A10 INVESTIMENTOS FUNDO DE INVESTIMENTO DE ACOES – INVESTIMENTO NO EXTERIOR  
         
  By: /s/ Marcelo Paiva  
    Name: Marcelo Paiva  
    Title: Portfolio Manager  
         
  A10 INVESTIMENTOS LTDA  
         
  By: /s/ Marcelo Paiva  
    Name: Marcelo Paiva  
    Title: Officer  

 

  

 

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