S-8

As filed with the Securities and Exchange Commission on April 12, 2024

Registration No. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

_____________________

Vinci Partners Investments Ltd.

(Exact name of registrant as specified in its charter)

The Cayman Islands		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
	Av. Bartolomeu Mitre, 336 Leblon – Rio de Janeiro Brazil 22431-002 +55 (21) 2159-6240

(Address of principal executive offices, including zip code)

_____________________

Vinci Partners Investments Ltd. 2024 Stock Option Plan

(Full title of the plan)

	Vinci Partners USA, LLC 780 Third Avenue, 25th Floor New York, NY 10017 (646) 559-8000
(Name, address and telephone number, including area code, of agent for service)

_____________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)	Smaller reporting company ☐
	Emerging growth company ☒

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION

Pursuant to General Instruction E to Form S-8, Vinci Partners Investments Ltd. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register additional Class A common shares, par value US$0.00005 per share, for issuance under the Vinci Partners Investments Ltd. 2024 Stock Option Plan, as amended. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statement on Form S-8 filed with the Commission on January 26, 2024 (Registration No. 333-276712).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)       The Registrant’s Annual Report on Form 20-F for the year ended December 31, 2022 (Registration No. 001-39938), filed with the Commission on April 18, 2023; and

(b)       The Current Reports on Form 6-K filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since January 26, 2024.

In addition, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act and prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part thereof from the date of filing of such documents. The Registrant is not incorporating by reference any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with the Commission.

Any statement contained in this Registration Statement, in an amendment hereto or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

Exhibit Number
5.1*	Opinion of Harney Westwood & Riegels, Cayman Islands Counsel of Vinci Partners Investments Ltd., as to the validity of the securities being registered.
23.1*	Consent of PricewaterhouseCoopers Auditores Independentes Ltda.
23.2*	Consent of Harney Westwood & Riegels, Cayman Islands Counsel of Vinci Partners Investments Ltd. (included in Exhibit 5.1)
24*	Power of Attorney (included on signature page).
99.1	Vinci Partners Investments Ltd. 2024 Stock Option Plan, as amended.
107*	Filing Fee Table

*Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Rio de Janeiro, Brazil, on this April 12, 2024.

Vinci Partners Investments Ltd.
By:	/s/ Sergio Passos Ribeiro
	Name:	Sergio Passos Ribeiro
	Title:	Chief Operating Officer & Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below, constitutes and appoints Alessandro Monteiro Morgado Horta, Sergio Passos Ribeiro and Julya Wellisch, and each of them, our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to do any and all acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem necessary or advisable in order to enable Vinci Partners Investments Ltd. to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Alessandro Monteiro Morgado Horta	Chief Executive Officer and Director (principal executive officer)	April 12, 2024
Alessandro Monteiro Morgado Horta
/s/ Sergio Passos Ribeiro	Chief Financial Officer and Chief Operating Officer (principal financial and accounting officer)	April 12, 2024
Sergio Passos Ribeiro
/s/ Gilberto Sayao Da Silva	Chairman	April 12, 2024
Gilberto Sayao Da Silva
/s/ Paulo Fernando Carvalho De Oliveira	Director	April 12, 2024
Paulo Fernando Carvalho De Oliveira
/s/ Ana Marta Horta Veloso	Director	April 12, 2024
Ana Marta Horta Veloso
/s/ Rogério Ladeira Furquim Werneck	Director	April 12, 2024
Rogério Ladeira Furquim Werneck
/s/ Lywal Salles Filho	Director	April 12, 2024
Lywal Salles Filho
/s/ Guilherme Stocco Filho	Director	April 12, 2024
Guilherme Stocco Filho
/s/ Sonia Aparecida Consiglio	Director	April 12, 2024
Sonia Aparecida Consiglio
/s/ Peter Ogilvie	Director	April 12, 2024
Peter Ogilvie

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE

Under the Securities Act, the undersigned, the duly authorized representative in the United States of Vinci Partners Investments Ltd., has signed this Registration Statement in New York, New York, on April 12, 2024.

Vinci Partners USA, LLC
By:	/s/ Julya Wellisch
	Name:	Julya Wellisch
	Title:	Attorney-in-Fact

EX-5.1

 Exhibit 5.1 and 23.2

Harney Westwood & Riegels 4th Floor, Harbour Place 103 South Church Street, PO Box 10240 Grand Cayman KY1-1002, Cayman Islands Tel: +1 345 949 8599 Fax: +1 345 949 4451

12 April 2024

christopher.hall@harneys.com

+1 345 815 2979

062745.0001/CFH

Vinci Partners Investments Ltd

Dear Sirs

Vinci Partners Investments Ltd. (the Company)

We are lawyers qualified to practise in the Cayman Islands and have been asked to provide this legal opinion to you with regard to the laws of the Cayman Islands in relation to the Company’s preparation of a registration statement on Form S-8 under the United States Securities Act of 1933, as amended upon the exercise of share options granted under the Plan (as defined in Schedule 1).

For the purposes of giving this opinion, we have examined the Documents (as defined in Schedule 1). We have not examined any other documents, official or corporate records or external or internal registers and have not undertaken or been instructed to undertake any further enquiry or due diligence in relation to the transaction which is the subject of this opinion.

In giving this opinion, we have relied upon the assumptions set out in Schedule 2 which we have not verified.

Based solely upon the foregoing examinations and assumptions and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3, we are of the opinion that under the laws of the Cayman Islands:

1 Existence and Good Standing. The Company is an exempted company duly incorporated with limited liability, and is validly existing and in good standing under the laws of the Cayman Islands. It is a separate legal entity and is subject to suit in its own name.

2 Due Issuance. The shares issued or to be issued by the Company pursuant to the Plan (as defined in Schedule 1) have been duly authorised and when issued sold and paid for in the manner described in the Plan and in accordance with the Resolutions (as defined in Schedule 1) (or any resolution or instruction of any director or committee to whom the board of directors have delegated their powers with respect to administration of the Plan) and when appropriate entries have been made in the Register of Members of the Company, will be duly and validly issued, fully paid and non-assessable.

This opinion is confined to the matters expressly opined on herein and given on the basis of the laws of the Cayman Islands as they are in force and applied by the Cayman Islands courts at the date of this opinion. We have made no investigation of, and express no opinion on, the laws of any other jurisdiction. We express no opinion as to matters of fact. Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in the Transaction Documents. We express no opinion with respect to the commercial terms of the transactions the subject of this opinion.

Yours faithfully

/s/ Harney Westwood & Riegels

Harney Westwood & Riegels

A list of partners is available for inspection at our offices. Bermuda legal services provided through an association with Zuill & Co. 606301020.2:6569664_1 Anguilla | Bermuda | British Virgin Islands Cayman Islands | Cyprus | Hong Kong | London Montevideo | Shanghai | Singapore | Vancouver www.harneys.com

Schedule 1

List of Documents Examined

1 the Certificate of Incorporation dated 21 September 2020 issued by the Registrar of Companies;

2 the Amended and Restated Memorandum and Articles of Association of the Company adopted by special resolution dated 15 January 2021 (the Memorandum and Articles of Association);

3 a Certificate of Good Standing in respect of the Company dated 9 April 2024, issued by the Registrar of Companies;

4 written resolutions of the board of directors dated 28 March 2024 (the Resolutions);

(1 - 4 above are the Corporate Documents), and

5 a form of the Company’s Stock Option Plan approved by the 2024 Resolutions; and

6 a Form S-8 Registration Statement to be filed with the Securities and Exchange Commission on 12 April 2024.

(document 5 above is the Plan and documents 5 and 6 above together are the Transaction Documents).

The Corporate Documents and the Transaction Documents are collectively referred to in this opinion as the Documents.

2 

Schedule 2

Assumptions

1 Authenticity of Documents. All original Documents are authentic, all signatures, initials and seals are genuine, all copies of Documents are true and correct copies and conform in every material respect to the latest drafts of the same produced to us and, where the Transaction Documents have been provided to us in successive drafts marked-up to indicate changes to such documents, all such changes have been so indicated.

2 Unseen Documents. Save for the Documents provided to us there are no resolutions, agreements, documents or arrangements which materially affect, amend or vary the transactions envisaged in the Documents.

3 Proceeds of Crime. No monies paid to or for the account of any party under the Transaction Documents represent or will represent criminal property or terrorist property (as defined in the Proceeds of Crime Act (Revised) and the Terrorism Act (Revised), respectively).

3 

Schedule 3

Qualifications

1 Foreign Statutes. We express no opinion in relation to provisions making reference to foreign statutes in the Transaction Documents.

2 Good Standing. The Company shall be deemed to be in good standing at any time if all fees (including annual filing fees) and penalties under the Companies Act (Revised) have been paid and the Registrar of Companies has no knowledge that the Company is in default under the Companies Act (Revised).

3 Conflict of Laws. An expression of an opinion on a matter of Cayman Islands law in relation to a particular issue in this opinion should not necessarily be construed to imply that the Cayman Islands courts would treat Cayman Islands law as the proper law to determine that issue under its conflict of laws rules.

4 Sanctions. The obligations of the Company may be subject to restrictions pursuant to United Nations and European Union sanctions as implemented under the laws of the Cayman Islands.

4 

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Vinci Partners Investments Ltd. of our report dated February 14, 2023 relating to the financial statements, which appears in Vinci Partners Investments Ltd’s Annual Report on Form 20-F for the year ended December 31, 2022.

/s/ PricewaterhouseCoopers Auditores Independentes Ltda.
Rio de Janeiro, Brazil

April 12, 2024

EX-FILING FEES

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Vinci Partners Investments Ltd. 2024 Stock Option Plan

(Exact Name of Registrant as Specified in its Charter)

Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Class A Common Share	Class A Common Shares, par value US$0.00005 per share	Rule 457(c) and Rule 457(h)	139,650	$11.04(2)	$1,541,736	0.0001476	$227.56
Total Offering Amounts					$1,541,736		$227.56
Total Fee Offsets(3)							-
Net Fee Due							$227.56

(1) This Registration Statement on Form S-8 (this “Registration Statement”) covers 139,650 Class A common shares, par value US$0.00005 per share (“Class A Common Shares”) of Vinci Partners Investments Ltd. (the “Company” or “Registrant”) authorized for issuance under the Vinci Partners Investments Ltd. 2024 Stock Option Plan (the “2024 Plan”), and pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), any additional Class A Common Shares that may become issuable under the 2024 Plan by reason of any stock dividend, stock split, or other similar transaction.

(2) Calculated solely for the purpose of this offering under Rule 457(h) of the Securities Act on the basis of the weighted average exercise price for outstanding stock option awards of $11.04 per share (rounded up to the nearest cent) as of the date of this Registration Statement. This per share exercise price is based on the average price of the nine trading days prior to the approval of the 2024 Plan by the board of directors of the Company, as set forth in the 2024 Plan.

(3) There are no fee offsets.

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