SC 13G

Names of Reporting Persons

SoftBank Group Corp.

Check the Appropriate Box if a Member of a Group

(a) ☐ (b) ☐

SEC Use Only

Citizenship or Place of Organization

Japan

SC 13G 1 d459110dsc13g.htm SC 13G SC 13G

Securities and Exchange Commission

Washington, D.C. 20549

Schedule 13G

(Rule 13d-102)

Information to be Included in Statements Filed Pursuant

to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed

Pursuant to § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Inter & Co, Inc.

(Name of Issuer)

Class A Common Shares

(Title of Class of Securities)

G4R20B107

(CUSIP Number)

December 31, 2022

(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).


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ITEM 1. (a)

Name of Issuer:

Inter & Co, Inc. (the “Issuer”).

(b)

Address of Issuer’s Principal Executive Offices:

Av Barbacena, 1.219, 22nd Floor Belo Horizonte, Brazil, ZIP Code 30 190-131

ITEM 2. (a)

Name of Person Filing:

Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:

SoftBank Group Corp.

Delaware Project 11 L.L.C.

SBLA Latin America Fund LLC

SBLA Investments II LLC

SLA Investments IV LLC

SBLA Holdings (Cayman) L.P.

(b)

Address or Principal Business Office:

The principal business address of SoftBank Group Corp. is 1-7-1 Kaigan, Minato-ku, Tokyo, 105-7537, Japan. The principal business address of SBLA Holdings (Cayman) L.P. is c/o Walkers, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The principal business address of each of the other Reporting Persons is 251 Little Falls Drive, Wilmington, DE 19808.

(c)

Citizenship of each Reporting Person is:

SoftBank Group Corp. is organized under the laws of Japan. SBLA Holdings (Cayman) L.P. is organized under the laws of the Cayman Islands. Each of the other Reporting Persons is organized under the laws of the State of Delaware.

(d)

Title of Class of Securities:

Class A common shares, par value $0.0000025 per share (“Class A Common Shares”).

(e)

CUSIP Number:

G4R20B107

ITEM 3.

Not applicable.


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ITEM 4.

Ownership.

(a-c)

The ownership information presented below represents beneficial ownership of Class A Common Shares of the Issuer as of December 31, 2022, based upon 284,122,436 Class A Common Shares outstanding as of November 30, 2022, as disclosed in the Issuer’s Current Report on Form 6-K filed with the Securities and Exchange Commission on December 6, 2022.


Reporting Person	Amount beneficially owned		Percent of class:		Sole power to vote or to direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
SoftBank Group Corp.		64,506,636		22.7%		0		64,506,636		0		64,506,636
Delaware Project 11 L.L.C.		64,506,636		22.7%		0		64,506,636		0		64,506,636
SBLA Latin America Fund LLC		64,506,636		22.7%		0		64,506,636		0		64,506,636
SBLA Investments II LLC		64,506,636		22.7%		0		64,506,636		0		64,506,636
SLA Investments IV LLC		64,506,636		22.7%		0		64,506,636		0		64,506,636
SBLA Holdings (Cayman) L.P.		64,506,636		22.7%		0		64,506,636		0		64,506,636

SBLA Holdings (Cayman) L.P. is the record holder of the Class A Common Shares reported herein. SBLA Holdings (Cayman) L.P. is controlled and wholly owned by SLA Investments IV LLC, which is a wholly owned subsidiary of SBLA Investments II LLC, which is a wholly owned subsidiary of SBLA Latin America Fund LLC, which is a wholly owned subsidiary of Delaware Project 11 L.L.C., which is a wholly owned subsidiary of SoftBank Group Corp. As a result of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the securities reported herein.

ITEM 5.

Ownership of Five Percent or Less of a Class.

Not applicable.

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.


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ITEM 8.

Identification and Classification of Members of the Group.

Not applicable.

ITEM 9.

Notice of Dissolution of Group.

Not applicable.

ITEM 10.

Certification.

Not applicable.


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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.

Date: February 13, 2023


SoftBank Group Corp.

By:		/s/ Yuko Yamamoto
Name:		Yuko Yamamoto
Title:		Head of Corporate Legal

Delaware Project 11 L.L.C.

By:		/s/ Jonathan Duckles
Name:		Jonathan Duckles
Title:		Director

SBLA Latin America Fund LLC

By:		/s/ Jonathan Duckles
Name:		Jonathan Duckles
Title:		Director

SBLA Investments II LLC

By:		/s/ Jonathan Duckles
Name:		Jonathan Duckles
Title:		Director

SLA Investments IV LLC

By:		/s/ Jonathan Duckles
Name:		Jonathan Duckles
Title:		Director

SBLA Holdings (Cayman) L.P.
By:		SoftBank Latin America Fund GP (Cayman) Ltd., its General Partner

By:		/s/ Jonathan Duckles
Name:		Jonathan Duckles
Title:		Director


CUSIP No. G4R20B107		Schedule 13G		Page 11 of 11

LIST OF EXHIBITS


Exhibit No.		Description

99		Joint Filing Agreement.

SEC Form SC 13G filed by Inter & Co. Inc.