If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on 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).






SCHEDULE 13D




Comment for Type of Reporting Person:
(1) Includes 17,917,958 ordinary shares, no par value per share (the "Ordinary Shares") of Karooooo Ltd., a Singapore public limited company (the "Issuer"), consisting of 20,332,894 Ordinary Shares held by Mr. Calisto prior to the Issuer's initial public offering in the United States, and 86,400 Ordinary Shares acquired by Mr. Calisto pursuant to his participation in the Reinvestment (as defined below), less 309,000 Ordinary Shares sold by Mr. Calisto on the Johannesburg Stock Exchange pursuant to Rule 144 during November 2021, 81,483 Ordinary Shares sold by Mr. Calisto on the Nasdaq Capital Market ("Nasdaq") pursuant to Rule 144 during February 2022, 307,624 Ordinary Shares sold by Mr. Calisto on Nasdaq pursuant to Rule 144 during August 2024, 145,959 Ordinary Shares sold by Mr. Calisto on Nasdaq pursuant to Rule 144 during November 2024, 53,827 Ordinary Shares sold by Mr. Calisto on Nasdaq pursuant to Rule 144 during January 2025, 71,401 Ordinary Shares sold by Mr. Calisto on Nasdaq pursuant to Rule 144 during February 2025, 32,042 Ordinary Shares sold by Mr. Calisto on Nasdaq pursuant to Rule 144 during May 2025, and 1,500,000 Ordinary Shares sold by Mr. Calisto in an SEC-registered underwritten secondary public offering during June 2025 (the "2025 Offering") pursuant to the Issuer's Registration Statement on Form F-3 (File No. 333-280758) (the "Form F-3"), originally filed with the U.S. Securities and Exchange Commission (the "SEC") on July 11, 2024, as supplemented by the prospectus supplement, dated June 11, 2025, according to information provided by the Issuer. (2) Includes 3,250,793 Ordinary Shares held by One Spire (Pty) Ltd. ("One Spire"), pursuant to the A&R One Spire Voting Agreement described herein, according to information provided by the Issuer. Beneficial ownership of the 3,250,793 Ordinary Shares held by One Spire is being reported hereunder solely because Mr. Calisto may be deemed to have beneficial ownership and shared voting and dispositive power as a result of the A&R One Spire Voting Agreement described herein. Neither the filing of this Schedule 13D/A nor any of its contents shall be deemed to constitute an admission by Mr. Calisto that he is the beneficial owner of any Ordinary Shares held by One Spire for purposes of Section 13(d) of the Exchange Act or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.


SCHEDULE 13D


 
Isaias (Zak) Jose Calisto
 
Signature:/s/ Isaias (Zak) Jose Calisto
Name/Title:Isaias (Zak) Jose Calisto
Date:06/17/2025