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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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USCB Financial Holdings, Inc. (Name of Issuer) |
Class A common stock, $1.00 par value per share (Title of Class of Securities) |
(CUSIP Number) |
07/15/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Inversiones Atlantida S.A. | ||||||||
| 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
HONDURAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Atlantida Corporation 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
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Guillermo Bueso Anduray | ||||||||
| 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
HONDURAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
USCB Financial Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
2301 N.W. 87th Avenue Doral, FL 33172 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is filed by the following (each a "Reporting Person" and collectively the "Reporting Persons"):
(i) Inversiones Atlantida S.A., a Honduras company ("Invatlan");
(ii) Atlantida Corporation Limited, a private limited company organized under the laws of England and Wales ("ACL"); and
(iii) Guillermo Bueso Anduray ("Mr. Bueso Anduray").
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| (b) | Address or principal business office or, if none, residence:
The principal business address of Invatlan and Mr. Bueso Anduray is Plaza Bancatan, Centroamerica Blvd., Tegucigalpa, Francisco Morazan, Honduras.
The principal business address of ACL is 27 Old Gloucester Street, London, United Kingdom, WC1N 3AX.
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| (c) | Citizenship:
See responses to Row 4 on each cover page. | |
| (d) | Title of class of securities:
Class A common stock, $1.00 par value per share | |
| (e) | CUSIP No.:
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| 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); | |
| (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 associations 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 § 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: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Row 9 on each cover page.
Invatlan directly holds 1,500,000 shares of Class A common stock, $1.00 par value per share (the "Class A Shares") of USCB Financial Holdings, Inc. (the "Issuer"). ACL is the majority owner of Invatlan and Mr. Bueso Anduray is the Chief Executive Officer of Invatlan and has ultimate decision-making authority at certain entities that collectively have a majority ownership of ACL. As a result, each of ACL and Mr. Bueso Anduray may be deemed the beneficial owner of the securities beneficially owned by Invatlan. However, in accordance with Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Mr. Bueso Anduray disclaims beneficial ownership of the securities beneficially owned by Invatlan or ACL.
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| (b) | Percent of class:
See responses to Row 11 on each cover page.
All beneficial ownership percentages reported herein are calculated based on 18,263,900 Class A Shares outstanding as of April 30, 2026 as reported in the Quarterly Report on Form 10-Q filed by the Issuer on May 8, 2026.
%
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| (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 responses to Row 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Row 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Row 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Row 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
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. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement |