DLO DLocal Ltd

 

As filed with the Securities and Exchange Commission on January 24, 2025

 

Registration No. 333-[______]

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

DLocal Limited

(Exact Name of Registrant as Specified in its Charter)

 

The Cayman Islands		Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)
	Dr. Luis Bonavita 1294 Montevideo, Uruguay 11300
(Address, Including Zip Code, of Registrant’s Principal Executive Offices)

DLocal Limited Amended and Restated 2020 Global Share Incentive Plan

(Full Title of the Plans)

Cogency Global Inc. 122 E 42nd Street, 18th floor New York, NY 10168 (Name and Address of Agent For Service)   (800) 221-0102 (Telephone Number, including area code, of agent for service)

Copies to: Maurice Blanco Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 (212) 450 4000

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☒	Accelerated filer  ☐
Non-accelerated filer  ☐  (Do not check if a smaller reporting company)	Smaller reporting company  ☐
	Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL INSTRUCTION

 

Pursuant to General Instruction E to Form S-8, DLocal Limited. (the “Registrant”) is filing this Registration Statement on Form S-8 (this “Registration Statement”) with the U.S. Securities and Exchange Commission (the “Commission”) to register 4,000,000 additional Class A common shares, par value US$0.002 per share (the “Common Shares”), for issuance under the Registrant’s Amended and Restated 2020 Global Share Incentive Plan. This Registration Statement hereby incorporates by reference the contents of the Registrant’s registration statements on Form S-8 filed with the Commission on November 26, 2021 (Registration No. 333-261372). In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.   Incorporation of Documents by Reference

 

The following documents are incorporated herein by reference:

 

(a)   The Registrant’s latest Form 20-F filed with the Commission on March 19, 2024 (the “Form 20-F”) pursuant to Section 13 or 15(d) of the Exchange Act (the “Exchange Act”), which contains the Registrant’s audited financial statements for the latest fiscal year for which such statements have been filed (File No. 001-40451); and

 

(b)   The description of the Registrant’s Common Shares which is included as Exhibit 2.1 to the Form 20-F, including any amendments or supplements thereto.

 

In addition, all documents filed subsequent to the Form 20-F by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of the filing of such documents.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated or deemed to be incorporated by reference herein) modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 5.   Interests of Named Experts and Counsel

 

Not applicable.

 

Item 8.   Exhibits

 

Exhibit Number	Exhibit
4.1	Second Amended and Restated Memorandum and Articles of Association of DLocal Limited (incorporated herein by reference to Exhibit 3.1 to the Amendment to the Registrant’s Registration Statement on Form F-1, filed with the Commission on May 20, 2021 (Registration No. 333-255793))
5.1	Opinion of Maples and Calder (Cayman) LLP (filed herewith)
23.1	Consent of Price Waterhouse & Co, S.R.L. Independent Registered Public Accounting Firm of Registrant (filed herewith)
23.2	Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1)
24	Power of Attorney (filed herewith)
99.1	DLocal Limited Amended and Restated 2020 Global Share Incentive Plan (incorporated herein by reference to Exhibit 99.1 to the Form S-8, Exchange Act File No. 333-261372)
107	Filing Fee Table (filed herewith)

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”) the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Montevideo, Uruguay, on this 24th day of January, 2025.

 

	DLocal Limited
	By:	/s/ Pedro Arnt
		Name:	Pedro Arnt
		Title:	Chief Executive Officer

 

SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT

 

Pursuant to the Securities Act, the undersigned, the duly authorized representative in the United States of the Registrant has signed this Registration Statement or amendment thereto on the 24th day of January, 2025.

 

	Cogency Global Inc.
	Authorized U.S. Representative
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

 

 

Exhibit 5.1

 

 

 

DLocal Limited

PO Box 309, Ugland House

Grand Cayman

KY1-1104

Cayman Islands

 

 

January 24, 2025

 

 

DLocal Limited

 

We have acted as counsel as to Cayman Islands law to DLocal Limited (the "Company") in connection with the Company's registration statement on Form S-8, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933, as amended (the "Act") (including its exhibits, the "Registration Statement") relating to the registration of an additional 4,000,000 Class A common shares of US$ 0.002 par value each in the capital of the Company (the "Shares") authorised for issuance pursuant to the Company's Amended and Restated 2020 Global Share Incentive Plan (the "Plan").

 

1

Documents Reviewed

 

We have reviewed originals, copies, drafts or conformed copies of the following documents:

 

1.1

The certificate of incorporation dated 15 February 2021 and the amended and restated memorandum and articles of association of the Company as registered or adopted on 2 June 2021 (the "Memorandum and Articles").

 

1.2

The written resolutions of the board of directors of the Company dated 12 November 2021 (the "First Resolutions") and dated 2 December, 2024 (the "Second Resolutions" and together with the First Resolutions, "the "Resolutions").

 

1.3

The following corporate records of the Company maintained at its registered office in the Cayman Islands, each as at the date of this opinion letter:

 

(a)

Register of Directors and Officers of the Company; and

 

(b)

Register of Mortgages and Charges of the Company.

 

1.4

A certificate of good standing with respect to the Company issued by the Registrar of Companies (the "Certificate of Good Standing").

 

1.5

A certificate from a director of the Company a copy of which is attached to this opinion letter (the "Director's Certificate").

 

1.6

The Registration Statement.

 

1.7

The Plan.

 

1.8

The form of award agreement to be executed by the Company and the participant referenced therein (the "Award Agreement").

 

2

Assumptions

 

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the Cayman Islands which are in force on the date of this opinion letter. In giving the following opinions, we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Director's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

 

2.1

The Registration Statement, the Plan and the Award Agreement have been or will be authorised and duly executed and unconditionally delivered by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.2

The Registration Statement, the Plan and the Award Agreement are, or will be, legal, valid, binding and enforceable against all relevant parties in accordance with their terms under the laws of the Cayman Islands and all other relevant laws (other than, with respect to the Company, the laws of the Cayman Islands).

 

2.3

Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals, and translations of documents provided to us are complete and accurate.

 

2.4

All signatures, initials and seals are genuine.

 

2.5

The capacity, power, authority and legal right of all parties under all relevant laws and regulations (other than, with respect to the Company, the laws and regulations of the Cayman Islands) to enter into, execute, unconditionally deliver and perform their respective obligations under the Registration Statement, the Plan or the Award Agreement.

 

2.6

There is no contractual or other prohibition or restriction (other than as arising under Cayman Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Registration Statement.

 

2.7

No monies paid to or for the account of any party under the Registration Statement, the Plan or the Award Agreement or any property received or disposed of by any party to the Registration Statement, the Plan or the Award Agreement in each case in connection with the Registration Statement, the Plan or the Award Agreement or the consummation of the transactions contemplated thereby represent or will represent proceeds of criminal conduct or criminal property or terrorist property (as defined in the Proceeds of Crime Act (As Revised) and the Terrorism Act (As Revised), respectively).

 

2.8

There is nothing contained in the minute book or corporate records of the Company (which, other than the records set out in paragraph ‎1.3 of this opinion letter, we have not inspected) which would or might affect the opinions set out below

 

2.9

There is nothing under any law (other than the laws of the Cayman Islands) which would or might affect the opinions set out below. Specifically, we have made no independent investigation of the laws of the State of New York or Brazil.

 

2.10

The Company has and will at all times have sufficient authorised but unissued Shares available for issue under the Plan and the Award Agreements.

 

2.11

The Company will receive money or money's worth in consideration for the issue of the Shares and none of the Shares were or will be issued for less than par value.

 

2.12

The Shares that will be issued pursuant to the Registration Statement, the Plan and the Award Agreement will be duly registered, and will continue to be registered, in the Company’s register of members (shareholders).

 

2.13

No invitation has been or will be made by or on behalf of the Company to the public in the Cayman Islands to subscribe for any of the Shares.

 

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion letter.

 

3

Opinions

 

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

 

3.1

The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies under the laws of the Cayman Islands.

 

3.2

The Shares to be offered and issued by the Company as contemplated by the Registration Statement, the Plan and the Award Agreement have been duly authorised for issue, and when such Shares are issued by the Company in accordance with the Memorandum and Articles, the Registration Statement, the Plan and the Award Agreement and upon payment in full being made therefor as contemplated in the Registration Statement, the Plan and the Award Agreement and such Shares being entered as fully-paid on the register of members of the Company, such Shares will be validly issued, fully-paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

 

4

Qualifications

 

The opinions expressed above are subject to the following qualifications:

 

4.1

The obligations assumed by the Company under the Plan and the Award Agreement will not necessarily be enforceable in all circumstances in accordance with their terms. In particular:

 

(a)

enforcement may be limited by bankruptcy, insolvency, liquidation, reorganisation, readjustment of debts or moratorium or other laws of general application relating to protecting or affecting the rights of creditors and/or contributories;

 

(b)

enforcement may be limited by general principles of equity. For example, equitable remedies such as specific performance may not be available, inter alia, where damages are considered to be an adequate remedy;

 

(c)

where obligations are to be performed in a jurisdiction outside the Cayman Islands, they may not be enforceable in the Cayman Islands to the extent that performance would be illegal under the laws of that jurisdiction; and

 

(d)

some claims may become barred under relevant statutes of limitation or may be or become subject to defences of set off, counterclaim, estoppel and similar defences.

 

4.2

To maintain the Company in good standing with the Registrar of Companies under the laws of the Cayman Islands, annual filing fees must be paid and returns made to the Registrar of Companies within the time frame prescribed by law.

 

4.3

Under Cayman Islands law, the register of members (shareholders) is prima facie evidence of title to shares and this register would not record a third party interest in such shares. However, there are certain limited circumstances where an application may be made to a Cayman Islands court for a determination on whether the register of members reflects the correct legal position. Further, the Cayman Islands court has the power to order that the register of members maintained by a company should be rectified where it considers that the register of members does not reflect the correct legal position. As far as we are aware, such applications are rarely made in the Cayman Islands and there are no circumstances or matters of fact known to us on the date of this opinion letter which would properly form the basis for an application for an order for rectification of the register of members of the Company, but if such an application were made in respect of the Shares, then the validity of such shares may be subject to re-examination by a Cayman Islands court.

 

4.4

In this opinion letter the phrase "non-assessable" means, with respect to the issuance of shares, that a shareholder shall not, in respect of the relevant shares and in the absence of a contractual arrangement, or an obligation pursuant to the memorandum and articles of association, to the contrary, have any obligation to make further contributions to the Company's assets (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

 

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under section 7 of the Act or the Rules and Regulations of the Commission thereunder.

 

We express no view as to the commercial terms of the Registration Statement, the Plan or the Award Agreement or whether such terms represent the intentions of the parties and make no comment with regard to warranties or representations that may be made by the Company.

 

The opinions in this opinion letter are strictly limited to the matters contained in the opinions section above and do not extend to any other matters. We have not been asked to review and we therefore have not reviewed any of the ancillary documents relating to the Shares and express no opinion or observation upon the terms of any such document.

 

This opinion letter is addressed to you and may be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration Statement. This opinion letter is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

 

Yours faithfully

 

/s/ Maples and Calder (Cayman) LLP

 

Maples and Calder (Cayman) LLP

 

 

Exhibit 23.1

 

 

 

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of DLocal Limited of our report dated March 18, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in DLocal Limited 's Annual Report on Form 20-F for the year ended December 31, 2023.

 

/s/ Price Waterhouse & Co. S.R.L.

/s/ Mario Angel Julio

Partner

Buenos Aires, Argentina

January 24, 2025

 

 

 

 

Price Waterhouse & Co. S.R.L., Bouchard 557, piso 8°, C1106ABG - Ciudad de Buenos Aires

T: +(54.11) 4850.0000, www.pwc.com/ar

 

Exhibit 24

 

 POWER OF ATTORNEY 

 

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Pedro Arnt and Mark Ortiz, and each of them, individually, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, in connection with this Registration Statement, including to sign in the name and on behalf of the undersigned, this Registration Statement and any and all amendments thereto, including post-effective amendments and registrations filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto each such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons on this day of in the capacities indicated.

 

Signature	Title
/s/ Pedro Arnt	Chief Executive Officer and Director (Principal Executive Officer)
Pedro Arnt
/s/ Mark Ortiz	Chief Financial Officer (Principal Financial Officer)
Mark Ortiz
/s/ Alberto Eduardo Azar	Chairman and Director
Alberto Eduardo Azar
/s/ Sebastián Kanovich	Director
Sebastián Kanovich
/s/ Andres Bzurovski Bay	Director
Andres Bzurovski Bay
/s/ Sergio Enrique Fogel Kaplan	Director
Sergio Enrique Fogel Kaplan
/s/ Martín Escobari	Director
Martín Escobari
/s/ Luiz Ribeiro	Director
Luiz Ribeiro
/s/ Jacobo Singer	Director
Jacobo Singer
/s/ Mariam Toulan	Director
Mariam Toulan
/s/ Hyman Bielsky	Director
Hyman Bielsky
/s/ Verónica Raffo	Director
Verónica Raffo
/s/ Carlos Guendulain	Chief Accounting Officer (Principal Accounting Officer)
Carlos Guendulain

 

 

   

Ex-Filing Fees

CALCULATION OF FILING FEE TABLES

S-8

DLocal Ltd

Table 1: Newly Registered and Carry Forward Securities

Line Item Type		Security Type		Security Class Title		Notes		Fee Calculation Rule		Amount Registered		Proposed Maximum Offering Price Per Unit			Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to be Paid		Equity		Common Shares, par value US$0.002 per share		(1)		Other		4,000,000		$	11.6000		$	46,400,000.00		0.0001531		$	7,103.84
Total Offering Amounts:															$	46,400,000.00					7,103.84
Total Fees Previously Paid:																					0.00
Total Fee Offsets:																					0.00
Net Fee Due:																				$	7,103.84

 

__________________________________________
Offering Note(s)

(1)

FN 1 to “Amount Registered”: Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Shares that become issuable in respect of the securities identified in the above table by reason of any stock dividend (share bonus issue), stock split (share subdivision or consolidation), recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common shares. FN 2 to "Proposed Maximum Offering Price per Unit": Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Shares as reported on the New York Stock Exchange on January 16, 2024.

v3.24.4

Submission	Dec. 06, 2024
Submission [Line Items]
Central Index Key	0001846832
Registrant Name	DLocal Ltd
Form Type	S-8
Submission Type	S-8
Fee Exhibit Type	EX-FILING FEES

v3.24.4

Offerings - Offering: 1	Dec. 06, 2024 USD ($) shares
Offering:
Fee Previously Paid	false
Other Rule	true
Security Type	Equity
Security Class Title	Common Shares, par value US$0.002 per share
Amount Registered | shares	4,000,000
Proposed Maximum Offering Price per Unit	11.6000
Maximum Aggregate Offering Price	$ 46,400,000.00
Fee Rate	0.01531%
Amount of Registration Fee	$ 7,103.84
Offering Note	FN 1 to “Amount Registered”: Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s Common Shares that become issuable in respect of the securities identified in the above table by reason of any stock dividend (share bonus issue), stock split (share subdivision or consolidation), recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that results in an increase in the number of the outstanding shares of the Registrant’s common shares. FN 2 to "Proposed Maximum Offering Price per Unit": Estimated in accordance with Rules 457(c) and (h) of the Securities Act solely for the purpose of calculating the registration fee based on the average of the high and low prices of the Registrant’s Common Shares as reported on the New York Stock Exchange on January 16, 2024.

v3.24.4

Fees Summary	Dec. 06, 2024 USD ($)
Fees Summary [Line Items]
Total Offering	$ 46,400,000.00
Previously Paid Amount	0.00
Total Fee Amount	7,103.84
Total Offset Amount	0.00
Net Fee	$ 7,103.84

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