VTEX
|
(Name of Issuer)
|
Class A Common Shares, par value US$0.0001 per share
|
(Title of Class of Securities)
|
G9470A102
|
(CUSIP Number)
|
SBLA Advisers Corp.
600 Brickell Ave., Suite 2650
Miami, Florida 33131
Attn: Patricia Menendez Cambo
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
July 23, 2021
|
(Date of Event which Requires Filing of this Statement)
|
CUSIP No.
|
G9470A102
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
SoftBank Group Corp.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Japan
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
38,434,587
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
38,434,587
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
38,434,5871
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
20.2%2
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
HC, CO
|
|
|
|||
|
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
(a) |
This Schedule 13D is being filed on behalf of SoftBank Group Corp., a Japanese kabushiki kaisha (referred to herein as “SoftBank” or the
“Reporting Person”) solely because of its indirect interests in (i) LA Holdings DE LLC (fka LA Holdings (Cayman) Ltd.), a Delaware limited liability company (“LA Holdings”), a wholly owned subsidiary of SBLA Holdco I LLC, a Delaware limited liability company (“Holdco I”), a wholly
owned subsidiary of SBLA L.P., an Ontario limited partnership (“SBLA L.P.”) and a wholly owned subsidiary of SoftBank Latin America Fund L.P., an Ontario limited partnership (“LatAm Fund” and, together with SoftBank, LA Holdings, Holdco I, SBLA L.P. and LatAm Fund, the “SoftBank Entities”) and whose
sole limited partner is SoftBank. LA Holdings is a party to the Registration Rights Agreement and the Lock-Up Agreement (each as defined below), as more fully described in Items 3 through 6 of this Schedule 13D, which are herein incorporated
by reference. LA Holdings beneficially owns 38,434,587 Class A common shares.
|
(b) |
The principal business address of SoftBank is 1-7-1 Kaigan, Minato-ku, Tokyo 105-7537 Japan.
|
(c) |
SoftBank is currently engaged in various businesses in the information industry, including mobile communications, broadband infrastructure, fixed-line telecommunications, and Internet culture.
|
(d) |
– (e) During the last five years, neither SoftBank nor, to SoftBank’s knowledge, any of the individuals referred to in Appendix A-1, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was
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 laws, or finding violations with respect to such laws.
|
(f) |
Not applicable.
|
Item 3. |
Source and Amount of Funds or Other Considerations
|
Item 4. |
Purpose of Transaction
|
Item 5. |
Interest in Securities of the Issuer
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7.
|
Material to Be Filed as Exhibits
|
1. |
Form of Registration Rights Agreement (incorporated by reference to Exhibit 4.02 to VTEX’s Registration Statement on Form F-1 filed July 15, 2021)
|
2. |
Lock-Up Agreement dated July 12, 2021 (incorporated by reference to Exhibit C of Exhibit 1.01 to VTEX’s Registration Statement on Form F-1 filed July 15, 2021)
|
3. |
Amended & Restated Memorandum and Articles of Association of VTEX (incorporated by reference to Exhibit 3.01 to VTEX’s Registration Statement on Form F-1 filed July 15, 2021)
|
SOFTBANK GROUP CORP.
|
||
By:
|
/s/ Natsuko Ohga
|
|
Name:
|
Natsuko Ohga
|
|
Title:
|
Head of Corporate Legal Department
|
Name and Business Address
|
Present Principal Occupation
(principal business of employer)
|
Name and Address of
Corporation
or Other Organization
(if different from address
provided
in Column 1)
|
||
Masayoshi Son*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Representative Director, Corporate Officer, Chairman & CEO of SoftBank Group Corp.
|
|||
Yoshimitsu Goto*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Board Director, Corporate Officer, Senior Vice President, CFO, CISO & CSusO of SoftBank Group Corp | |||
Ken Miyauchi*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Board Director of SoftBank Group Corp.; Representative Director & Chairman of SoftBank Corp.
|
SoftBank Corp.
1-7-1 Kaigan, Minato-ku,
Tokyo 105-7529
|
||
Kentaro Kawabe*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Board Director of SoftBank Group Corp., Board Director, SoftBank Corp., President and Representative Director, President Corporate Officer, CEO, Yahoo Japan Corporation, Executive Director, ZOZO, Inc.,
President and Representative Director, Co-CEO, Z Holdings Corporation
|
Kioi Tower, Tokyo Garden Terrace Kioicho, 1-3 Kioicho, Chiyoda-ku, Tokyo, 102-8282, Japan
|
||
Keiko Erikawa*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Board Director, Independent Officer of SoftBank Group Corp.; Chairman (Representative Director), KOEI TECMO HOLDINGS CO., LTD., Board Director, KOEI TECMO EUROPE LIMITED, Chairman Emeritus (Director),
KOEI TECMO GAMES CO. LTD.,
|
1-18-12 Minowa-cho, Kouhoku-ku, Yokohama-shi, Kanagawa, 223-8503 Japan
|
Lip-Bu Tan*, a citizen of the United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Board Director, Independent Officer of SoftBank Group Corp.; Founder and Chairman of Walden International, Inc.; CEO of Cadence Design Systems Inc.; Director of Schneider Electric Corporation
|
One California Street, Suite 1750, San Francisco, CA 94111
|
||
Masami Iijima*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Board Director, Independent Officer of SoftBank Group Corp.; Counsellor to MITSUI & CO., LTD.; Counsellor to Bank of Japan; and Director of Isetan Mitsukoshi Holdings Ltd.
|
MITSUI & CO., LTD.
2-1, Otemachi 1-chome
Chiyoda-ku,
Tokyo 100-8631
Japan
|
||
Kenneth A. Siegel*, a citizen of the United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Board Director of SoftBank Group Corp.; Board Director, Member of Executive Committee, Morrison & Foerster LLP
|
Morrison & Foerster LLP
Shin-Marunouchi Bldg., 29th Floor
5-1, Marunouchi 1-chome, Chiyoda-ku,
Tokyo 100-6529
Japan
|
||
Yutaka Matsuo*, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Board Director, Independent Officer of SoftBank Group Corp. and Professor, Graduate School of Engineering at the University of Tokyo
|
7-3-1, Hongo, Bunkyo-ku
Tokyo 113-0033 Japan
|
||
Soichiro Uno**, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Audit & Supervisory Board Member of SoftBank Group Corp.; Partner at
Nagashima Ohno & Tsunematsu; Director at Dream Incubator Inc.; and Director at TERUMO COPORATION
|
Nagashima Ohno & Tsunematsu
JP Tower
2-7, Marunouchi 2-chome, Chiyoda-ku,
Tokyo 100-7036
Japan
|
||
Keiichi Otsuka**, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.; Audit & Supervisory Board Member, TBK Co., Ltd., Representative of Otsuka CPA Office, Director, Shizuoka Bank
(Europe) S.A.
|
|||
Yuji Nakata**, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Full-time External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.
|
|||
Maurice Atsushi Toyama**, a citizen of the United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Full-time External Audit & Supervisory Board Member, Independent Officer of SoftBank Group Corp.
|
Marcelo Claure, a citizen of the
United States of America
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Corporate Officer, Executive Vice President & COO of SoftBank Group Corp., Director of T-Mobile US, Inc, and Director, Executive Chairman of The We Company
|
600 Brickell Ave #2650
Miami, FL 33131
|
||
Rajeev Misra, a citizen of the
United Kingdom
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Corporate Officer, Executive Vice President of SoftBank Group Corp. and CEO of SB Investment Advisers
|
69 Grosvenor Street London W1K 3JP
United Kingdom
|
||
Kazuko Kimiwada, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Corporate Officer, Senior Vice President of SoftBank Group Corp.
|
|||
Timothy A. Mackey, a citizen of New Zealand
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Corporate Officer, CLO & GCO of SoftBank Group Corp.
|
|||
Seiichi Morooka, a citizen of Japan
SoftBank Group Corp.
1-7-1 Kaigan,
Minato-ku, Tokyo 105-7537
Japan
|
Corporate Officer, Head of CFO Office of SoftBank Group Corp.
|
* |
Director
|
** |
Corporate Auditor
|