UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nu Holdings Ltd.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.000006666666667 per share
(Title of Class of Securities)
G6683N103
(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. |
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).
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 1 of 9 |
| 1. |
Names of Reporting Persons
Tencent Holdings Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(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
244,712,989 Class A Ordinary Shares | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
244,712,989 Class A Ordinary Shares | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
244,712,989 Class A Ordinary Shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.7% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 2 of 9 |
| 1. |
Names of Reporting Persons
Tencent Cloud Europe B.V. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Netherlands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 3 of 9 |
| 1. |
Names of Reporting Persons
Aceville Pte. Ltd. | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 4 of 9 |
| 1. |
Names of Reporting Persons
TCH Delta Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
0 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
0% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 5 of 9 |
| 1. |
Names of Reporting Persons
Huang River Investment Limited | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
British Virgin Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | Sole Voting Power
237,294,069 Class A Ordinary Shares | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
237,294,069 Class A Ordinary Shares | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
237,294,069 Class A Ordinary Shares | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.5% | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 6 of 9 |
| Item 1(a). | Name of Issuer: |
Nu Holdings Ltd.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Campbells Corporate Services Limited
Floor 4, Willow House, Cricket Square
Grand Cayman, KY1-9010, Cayman Islands
| Item 2(a). | Name of Person Filing: |
Tencent Holdings Limited
Tencent Cloud Europe B.V.
Aceville Pte. Ltd.
TCH Delta Limited
Huang River Investment Limited
| Item 2(b). | Address or Principal Business Office or, if None, Residence: |
Principal business office for Tencent Holdings Limited and Huang River Investment Limited:
Level 29, Three Pacific Place
No.1 Queen’s Road East, Wanchai, Hong Kong
Registered address for Tencent Cloud Europe B.V.:
Gustav Mahlerplein 2, 1082 MA Amsterdam, the Netherlands
Registered address for Aceville Pte. Ltd.:
30 Raffles Place, #12-01, Singapore 048622
Registered address for TCH Delta Limited:
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British
Virgin Islands
| Item 2(c). | Citizenship: |
Tencent Holdings Limited — Cayman Islands
Tencent Cloud Europe B.V. — Netherlands
Aceville Pte. Ltd. — Singapore
TCH Delta Limited — British Virgin Islands
Huang River Investment Limited – British Virgin Islands
| Item 2(d). | Title of Class of Securities: |
Class A Ordinary Shares, par value US$0.000006666666667 per share (“Class A Ordinary Shares”).
| Item 2(e). | CUSIP Number: |
G6683N103.
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 7 of 9 |
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
Not applicable.
| Item 4. | Ownership. |
Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.
(a) The information required by Items 4(a) is set forth in Row (9) of the cover page for each Reporting Person and is incorporated herein by reference.
(b) The information required by Items 4(b) is set forth in Row (11) of the cover page for each Reporting Person and is incorporated herein by reference.
Percent of class determined is based on 3,671,597,558 Class A Ordinary Shares of the Issuer outstanding as reported in the current report on Form 6-K filed by the Issuer with the U.S. Securities and Exchange Commission (the “SEC”) on November 14, 2023.
Tencent Holdings Limited may be deemed to have beneficial ownership over 237,294,069 Class A Ordinary Shares held of record by Huang River Investment Limited, a company incorporated in the British Virgin Islands wholly owned by Tencent Holdings Limited.
Tencent Holdings Limited may also be deemed to have beneficial ownership over 7,418,920 Class A Ordinary Shares held of record by Silver Alternative Holding Limited, a company incorporated in the Cayman Islands controlled by Tencent Holdings Limited.
(c) The information required by Items 4(c) is set forth in Rows (5)-(8) of the cover page for each Reporting Person and is incorporated herein by reference.
| Item 5. | Ownership of Five Percent or Less of a Class. |
As of December 31, 2023, each of Tencent Cloud Europe B.V., Aceville Ptd. Ltd. and TCH Delta Limited ceased to be the beneficial owner of more than five percent of the Class A Ordinary Shares.
| 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 or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 8 of 9 |
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
| CUSIP No. G6683N103 | SCHEDULE 13G/A | Page 9 of 9 |
SIGNATURE
After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 1, 2024
| TENCENT HOLDINGS LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: Ma Huateng | ||
| Title: Director | ||
| TENCENT CLOUD EUROPE B.V. | ||
| By: | /s/ Constant Pieter van der Merwe | |
| Name: Constant Pieter van der Merwe | ||
| Title: Director | ||
| ACEVILLE PTE. LTD. | ||
| By: | /s/ Daniel Joram Brody | |
| Name: Daniel Joram Brody | ||
| Title: Authorized Signatory | ||
| TCH DELTA LIMITED | ||
| By: | /s/ Li Yan | |
| Name: Li Yan | ||
| Title: Director | ||
| HUANG RIVER INVESTMENT LIMITED | ||
| By: | /s/ Ma Huateng | |
| Name: Ma Huateng | ||
| Title: Director | ||
[Signature Page to Schedule 13G/A]
LIST OF EXHIBITS
| Exhibit No. |
Description | |
| A | Joint Filing Agreement | |