| Item 1. | |
| (a) | Name of issuer:
Nu Holdings Ltd. |
| (b) | Address of issuer's principal executive offices:
Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands |
| Item 2. | |
| (a) | Name of person filing:
This Amendment to Schedule 13G (the "Statement") is being filed by (i) David Velez Osorno; and (ii) Rua California Ltd. (each a "Reporting Person" and collectively, the "Reporting Persons"). Each of the Reporting Persons is a shareholder of the Issuer. Each of the Reporting Persons, however, disclaims beneficial ownership with respect to any shares of stock owned by the other Reporting Persons.
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Statement as Exhibit A, pursuant to which the Reporting Persons have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
| (b) | Address or principal business office or, if none, residence:
The principal office and business address of each of the Reporting Persons is Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands. |
| (c) | Citizenship:
See row 4 of the cover pages to this Statement. |
| (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:
See row 9 of the cover sheet of each Reporting Person.
With respect to David Velez Osorno, the number of shares in row 9 consists of (i) 1,500,000 Class B ordinary shares held of record by Mariel Lorena Reyes Milk, the wife of David Velez Osorno, who has voting rights over such shares; and (ii) 2,455,080 Class A ordinary shares and 901,624,498 Class B ordinary shares held of record by Rua California Ltd., a company controlled by David Velez Osorno, who holds 100% of the shares in Rua California Ltd.
With respect to Rua California Ltd., the number of shares in row 9 consists of 590,381 Class A ordinary shares and 901,624,498 Class B ordinary shares held of record by Rua California Ltd.
Each Class B ordinary share is convertible into one Class A ordinary share at the option of its holder at any time.
The information set forth in Item 2 above is incorporated by reference for each Reporting Person. |
| (b) | Percent of class:
See row 11 of the cover sheet of each Reporting Person.
The percentage of class in row 11 of the cover sheet of each Reporting Person represents the quotient obtained by dividing (a) the aggregate number of Class A ordinary shares and Class B ordinary shares beneficially owned by such Reporting Person as set forth in row 9 of the cover sheet of each Reporting Person by (b) the sum of (i) 3,822,975,011 Class A ordinary shares outstanding as of September 30, 2025, as reported by the Issuer to the Reporting Persons, and (ii) the aggregate number of Class B ordinary shares beneficially owned by such Reporting Person. The aggregate number of Class B ordinary shares beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" above are treated as converted into Class A ordinary shares only for the purpose of computing the percentage ownership of the Reporting Person.
All ownership percentages assume that there are 3,822,975,011 Class A ordinary shares outstanding.
Each Class A ordinary share is entitled to one vote, and each Class B ordinary share is entitled to 20 votes. The percentage reported does not reflect the 20 for one voting power of the Class B ordinary shares because the Class B ordinary shares are treated as converted into Class A ordinary shares for the purpose of this report. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See row 5 of the cover sheet of each Reporting Person.
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| | (ii) Shared power to vote or to direct the vote:
See row 6 of the cover sheet of each Reporting Person.
With respect to David Velez Osorno, the number of shares in row 6 consists of (i) 1,500,000 Class B ordinary shares held of record by Mariel Lorena Reyes Milk, the wife of David Velez Osorno, who has voting rights over such shares; and (ii) 2,455,080 Class A ordinary shares and 901,624,498 Class B ordinary shares held of record by Rua California Ltd., a company controlled by David Velez Osorno, who holds 100% of the shares in Rua California Ltd.
With respect to Rua California Ltd., the number of shares in row 6 consists of 590,381 Class A ordinary shares and 901,624,498 Class B ordinary shares held of record by Rua California Ltd.
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| | (iii) Sole power to dispose or to direct the disposition of:
See row 7 of the cover sheet of each Reporting Person.
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| | (iv) Shared power to dispose or to direct the disposition of:
See row 8 of the cover sheet of each Reporting Person.
With respect to David Velez Osorno, the number of shares in row 8 consists of (i) 1,500,000 Class B ordinary shares held of record by Mariel Lorena Reyes Milk, the wife of David Velez Osorno, who has voting rights over such shares; and (ii) 2,455,080 Class A ordinary shares and 901,624,498 Class B ordinary shares held of record by Rua California Ltd., a company controlled by David Velez Osorno, who holds 100% of the shares in Rua California Ltd.
With respect to Rua California Ltd., the number of shares in row 8 consists of 590,381 Class A ordinary shares and 901,624,498 Class B ordinary shares held of record by Rua California Ltd.
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| Item 5. | 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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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The information set forth in Item 2 above is incorporated herein by reference. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)