| Item 1. | |
| (a) | Name of issuer:
Nu Holdings Ltd. |
| (b) | Address of issuer's principal executive offices:
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, KY1-9010 Grand Cayman, Cayman Islands |
| Item 2. | |
| (a) | Name of person filing:
Sequoia Capital Fund Parallel, LLC
Sequoia Capital Fund, L.P
Sequoia Capital Fund Management, L.P.
SC US (TTGP), Ltd.
The General Partner of SCF and the manager of SCFP is SEQUOIA CAPITAL FUND MANAGEMENT. SC US (TTGP) is the general partner of SEQUOIA CAPITAL FUND MANAGEMENT. |
| (b) | Address or principal business office or, if none, residence:
2800 Sand Hill Road, Suite 101
Menlo Park, CA 94025 |
| (c) | Citizenship:
SCF, SEQUOIA CAPITAL FUND MANAGEMENT, SC US (TTGP): Cayman Islands; SCFP: Delaware |
| (d) | Title of class of securities:
Class A ordinary shares, par value $0.000006666666667 per share |
| (e) | CUSIP No.:
G6683N103 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
109,190,574 shares, of which 14,664,561 shares are directly owned by SCFP and 94,526,013 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. The General Partner of SEQUOIA CAPITAL FUND MANAGEMENT is SC US (TTGP). |
| (b) | Percent of class:
2.9%. Based on a total of 3,768,057,942 shares of common stock outstanding as of December 31, 2024 as reported in the Issuer's Annual Report on Form 20-F for the yearly period ended December 31, 2024, as filed with the Securities and Exchange Commission on April 16, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0
|
| | (ii) Shared power to vote or to direct the vote:
SEQUOIA CAPITAL FUND PARALLEL, LLC: 14,664,561
SEQUOIA CAPITAL FUND, L.P.: 94,526,013
SEQUOIA CAPITAL FUND MANAGEMENT, L.P.: 109,190,574 shares, of which 14,664,561 shares are directly owned by SCFP and 94,526,013 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.
SC US (TTGP), LTD.: 109,190,574 shares, of which 14,664,561 shares are directly owned by SCFP and 94,526,013 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. The General Partner of SEQUOIA CAPITAL FUND MANAGEMENT is SC US (TTGP).
|
| | (iii) Sole power to dispose or to direct the disposition of:
0
|
| | (iv) Shared power to dispose or to direct the disposition of:
SEQUOIA CAPITAL FUND PARALLEL, LLC: 14,664,561
SEQUOIA CAPITAL FUND, L.P.: 94,526,013
SEQUOIA CAPITAL FUND MANAGEMENT, L.P.: 109,190,574 shares, of which 14,664,561 shares are directly owned by SCFP and 94,526,013 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP.
SC US (TTGP), LTD.: 109,190,574 shares, of which 14,664,561 shares are directly owned by SCFP and 94,526,013 shares are directly owned by SCF. SEQUOIA CAPITAL FUND MANAGEMENT is the general partner of SCF and the manager of SCFP. The General Partner of SEQUOIA CAPITAL FUND MANAGEMENT is SC US (TTGP).
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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