UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Vinci
Partners Investments Ltd.
(Name
of Issuer)
Class
A Common Shares, par value $0.00005 per share
(Title
of Class of Securities)
G9451V109
(CUSIP
Number)
Costanera
Management LLC
Attention:
Compass Group LLC
590
Madison Avenue, 33rd Floor
New
York, New York, 10022
212-355-7630
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
29, 2024
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240. 13d-1(e), 240. 13d-1(f) or 240. 13d-1(g), check the following box: ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
240. 13d-7 for other parties to whom copies are to be sent.
*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.
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. G9451V109 |
|
Page
2 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
COSTANERA
MANAGEMENT LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
SC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
7,022,893 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
7,022,893 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,022,893 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
| CUSIP
No. G9451V109 |
|
Page
3 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
MANUEL
JOSE BALBONTIN FERNANDEZ |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b) ☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
SC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PINLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
7,022,893 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
7,022,893 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,022,893 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| CUSIP
No. G9451V109 |
|
Page
4 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
CORINA
BEATRIZ ULIVI |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
SC |
| 5 |
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.A. |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
7 |
SOLE
VOTING POWER
7,022,893 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
7,022,893 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,022,893 |
| 12 |
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.8% |
| 14 |
TYPE
OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
| CUSIP
No. G9451V109 |
|
Page
5 of 9 Pages |
| Item
1. |
Security
and Issuer |
The
securities to which this Schedule 13D (the “Schedule”) relates are shares of Class A common shares, par value $0.00005 per
share (the “Common Stock”), of Vinci Partners Investments Ltd. (the “Issuer”). The principal executive offices
of the Issuer are located at Av. Bartolomeu Mitre, 336, Leblon – Rio de Janeiro, Brazil, 22431-002.
| Item
2. |
Identity
and Background |
(a),
(f) This Schedule is being filed by Costanera Management LLC, a Delaware limited liability company (the “Company”), Manuel
Jose Balbontin Fernandez, a citizen of the United States of America, and Corina Beatriz Ulivi, a citizen of the United States of America
(each of the foregoing, a “Reporting Person” and, collectively, the “Reporting Persons”).
The
Company is ultimately controlled by Mr. Manuel Jose Balbontin Fernandez and Mrs. Corina Beatriz Ulivi. By virtue of these relationships,
Mr. Manuel Jose Balbontin Fernandez and Mrs. Corina Beatriz Ulivi may be deemed to beneficially own the Common Stock owned directly by
the Company. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of Common Stock for purposes
of Section 13 of the Exchange Act 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership
of the shares of Common Stock reported herein except to the extent of the Reporting Person’s pecuniary interest therein.
(b)
The principal business address for the Reporting Persons is 590 Madison Avenue 33rd Floor, New York, NY 10022.
(c)
The Company is a holding company without day-to-day business operations. Corina Beatriz Ulivi serves as the manager of the Company. The
principal business of Manuel Jose Balbontin Fernandez is working as a senior investment strategist at Compass Group Holdings, Inc and
its affiliates.
(d)
During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ best knowledge, any of their respective
directors, executive officers, or controlling persons, as the case may be, has been convicted in a criminal proceeding (excluding traffic
violations and other similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons, or, to the Reporting Persons’ best knowledge, any of their respective
directors, executive officers, or controlling persons, as the case may be, is or has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
| Item
3. |
Source
and Amount of Funds or Other Consideration. |
The
Company received the 7,022,893 shares of Common Stock reported herein as part of the consideration with respect to the business combination
of the Issuer and MNC Holdings Limited (the “Merger”) in accordance with the agreement(s) for the Merger. The Company was
one of the beneficial owners of MNC Holdings Limited. On October 29, 2024, the Issuer announced that it completed its business combination.
No
funds were/are being borrowed by the Reporting Persons to fund the acquisition of the shares of the Issuer’s Common Stock, although
the Reporting Persons may borrow funds in the future and may pledge any or all of such shares as collateral against such borrowings.
| CUSIP
No. G9451V109 |
|
Page
6 of 9 Pages |
| Item
4. |
Purpose
of Transaction. |
As
noted in Item 3, the Reporting Persons acquired the 7,022,893 shares of Common Stock over which they exercise beneficial ownership as
part of its consideration of the Merger. Mr. Manuel Jose Balbontin Fernandez has also been appointed to serve as a director to the Issuer’s
board of directors.
Except
as stated in response to this Item 4, the Reporting Persons have no current plans or proposals with respect to the Issuer or its securities
enumerated in paragraphs (a) through (j) of this Item 4 to the form Schedule 13D promulgated under the Act. Notwithstanding the foregoing,
the Reporting Persons may determine, from time to time in the future, based on market and general economic conditions, the business affairs
and financial conditions of the Issuer, the capital requirements of the Company (or other Reporting Persons), the availability of securities
at favorable prices and other alternative investment opportunities available to the Reporting Persons, and other factors that the Reporting
Persons may deem relevant, to acquire additional securities of the Issuer in the open market, in privately negotiated transactions, or
otherwise, or to sell some or all of the securities it now holds or hereafter acquires as set forth above or otherwise.
| Item
5. |
Interest
in Securities of the Issuer. |
As
of October 29, 2024, the Reporting Persons beneficially own the number of Common Stock set forth below. Percentage ownership is based
on 64,865,964 shares of Common Stock of the Issuer that were outstanding as of October 29, 2024.
(a),
(b) The applicable Reporting Persons may be deemed to beneficially own an aggregate of 7,022,893 shares of Common Stock. These shares
of Common Stock represent approximately 10.8% of the outstanding shares of Common Stock of the Issuer. By virtue of relationships between
the Reporting Persons (i.e., Mr. Manuel Jose Balbontin Fernandez’s and Mrs. Corina Beatriz Ulivi’s authority to direct the
affairs of the Company, including the voting and disposition of shares of Common Stock held by all Reporting Persons), the Reporting
Persons may be deemed to have sole voting and dispositive power with respect to the shares owned directly by the Company. Each Reporting
Person disclaims beneficial ownership of such shares except to the extent of their pecuniary interest therein.
The
Company may be deemed to have:
Sole
power to vote or direct 7,022,893 shares of Common Stock;
Shared
power to vote or direct the vote of 0 shares of Common Stock;
Sole
power to dispose or direct the disposition of 7,022,893 shares of Common Stock; and
Shared
power to dispose or direct the disposition of 0 shares of Common Stock.
Each
Mr. Manuel Jose Balbontin Fernandez and Mrs. Corina Beatriz Ulivi, may be deemed to have:
Sole
power to vote or direct 7,022,893 shares of Common Stock;
Shared
power to vote or direct the vote of 0 shares of Common Stock;
Sole
power to dispose or direct the disposition of 7,022,893 shares of Common Stock; and
Shared
power to dispose or direct the disposition of 0 shares of Common Stock.
(c)
The Reporting Persons have not transacted in the issuer in the past 60 days.
(d)
The Reporting Persons have the right to receive dividends from, and the proceeds from the sale of, the shares of Common Stock covered
by this Schedule and held for their account. Except as disclosed in this Item 5, no other person is known to the Reporting Persons to
have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common
Stock covered by this Schedule.
(e)
Not applicable.
| CUSIP
No. G9451V109 |
|
Page
7 of 9 Pages |
| Item
6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Other
than the joint filing agreement filed as Exhibit A to this Schedule 13D, the Reporting Persons have no knowledge of any contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in response to Item 2 or between such persons and any person
with respect to any securities of the Issuer.
| Item
7. |
Material
to be Filed as Exhibits |
| CUSIP
No. G9451V109 |
|
Page
8 of 9 Pages |
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.
| Dated:
November 8, 2024 |
Costanera
Management LLC |
| |
|
|
| |
By: |
/s/
Manuel Jose Balbontin Fernandez |
| |
Name: |
Manuel
Jose Balbontin Fernandez |
| |
Title:
|
Manager |
| |
|
|
| |
Manuel
Jose Balbontin Fernandez |
| |
|
|
| |
By: |
/s/
Manuel Jose Balbontin Fernandez |
| |
Name: |
Manuel
Jose Balbontin Fernandez |
| |
Title: |
Individually |
| |
|
|
| |
Corina
Beatriz Ulivi |
| |
|
|
| |
By: |
/s/
Corina Beatriz Ulivi |
| |
Name: |
Corina
Beatriz Ulivi |
| |
Title: |
Individually |
| CUSIP
No. G9451V109 |
|
Page
9 of 9 Pages |
EXHIBIT
A
Joint
Filing Statement
Statement
Pursuant to Rule 13d-1(k)(1)
The
undersigned hereby consent and agree to file a joint statement on Schedule 13D under the Act with respect to the Common Stock, $0.00005
per share, of Vinci Partners Investments Ltd., beneficially owned by them, together with any or all amendments thereto, when and if appropriate.
The parties hereto further consent and agree to file this Statement pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13D,
thereby incorporating the same into such Schedule 13D.
| Dated:
November 8, 2024 |
Costanera
Management LLC |
| |
|
|
| |
By: |
/s/
Manuel Jose Balbontin Fernandez |
| |
Name: |
Manuel
Jose Balbontin Fernandez |
| |
Title:
|
Manager |
| |
|
|
| |
Manuel
Jose Balbontin Fernandez |
| |
|
|
| |
By: |
/s/
Manuel Jose Balbontin Fernandez |
| |
Name: |
Manuel
Jose Balbontin Fernandez |
| |
Title: |
Individually |
| |
|
|
| |
Corina
Beatriz Ulivi |
| |
|
|
| |
By: |
/s/
Corina Beatriz Ulivi |
| |
Name: |
Corina
Beatriz Ulivi |
| |
Title: |
Individually |
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