(Primary Standard Industrial       

Classification Code Number)       

Campbells Corporate Services Limited, Floor 4,        Willow House, Cricket Square, KY1-9010       

Grand Cayman, Cayman Islands       

+1 345 949 2648       

Cognitect, Inc.
101 West Chapel Hill Street, Suite 300

Durham, NC 27701
+1 919 283 2748

Byron B. Rooney

Manuel Garciadiaz

Davis Polk & Wardwell LLP

450 Lexington Avenue

New York, NY 10017

Tel: +1 (212) 450-4000

Donald Baker

John Guzman
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020

Tel: +1 (212) 819-8200

Class A ordinary shares, par value US$0.000006666666667 per share⁴

Brazilian Depositary Receipts, or “BDRs”

Includes the aggregate amount of additional Class A ordinary shares that the underwriters have the option to purchase. See “Underwriting.”

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended.

Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price. The registrant previously paid $339,074 in connection with the initial filing of the registration statement.

Includes Class A ordinary shares, initially in the form of BDRs, offered and sold outside the United States, but does not include any BDRs (including the Class A ordinary shares underlying such BDRs) to be offered and sold under the Customer Program; BDRs under the Customer Program will be offered and sold in the concurrent Brazilian offering pursuant to an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”), to Customers within the Customer Program that are not U.S. persons (as such term is defined in Regulation S under the Securities Act) pursuant to the exemption provided by Regulation S under the Securities Act. See “The Offering—Customer Program (NuSócios).”

Glossary of Terms

Prospectus Summary

The Offering

Summary Consolidated Financial and Other Data

Risk Factors

Special Note Regarding Forward-Looking Statements

Presentation of Financial and Other Information

Use of Proceeds

Dividend and Dividend Policy

Capitalization

Dilution

Exchange Rates

Selected Consolidated Financial Data

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Regulatory Overview

Business

Management

Executive Compensation

Certain Relationships and Related Party Transactions

Principal Shareholders

Description of Share Capital

Description of Brazilian Depositary Receipts

Class A Ordinary Shares Eligible for Future Sale

Taxation

Underwriting

Expenses of the Offering

Legal Matters

Experts

Enforceability of Civil Liabilities

Where You Can Find More Information

Index to Consolidated Financial Statements

A Digital Banking Leader – As of September 30, 2021, we had 48.1 million customers, including approximately 28% of the population of Brazil aged 15 and above. We were also ranked as the #1 Bank in Brazil by Forbes for each of the past three years, the #1 Digital Banking App in the World by Pymnts.com in 2021, and Latin America’s Best Bank and Best Digital Bank by Euromoney in 2021.

One of the Most Loved Companies and Trusted Brands – By delighting our customers, we have created a powerful reputation and a valuable brand that is highly regarded in our markets and around the world. For example, we were listed in 2021 by TIME as one of the 100 Most Influential Companies in the world and by CNBC as one of the Top 50 Disruptors in the world. We were also ranked as the #1 Most Loved Brand in Brazil by eCGlobal in 2021.

A Powerful and Expanding Ecosystem of Solutions and Services Across the Five Financial Seasons – We have developed a growing suite of essential and high engagement financial solutions designed to create superior customer experiences across the Five Financial Seasons of a consumer or SME customer’s journey. These Five Financial Seasons include (1) Spending with our credit and debit cards, QR code-based and PIX instant payment arrangements, WhatsApp Pay and traditional wire transfers; (2) Saving with our Nu personal and business

accounts; (3) Investing with our direct-to-consumer NuInvest digital investment platform; (4) Borrowing with our transparent, easy-to-manage credit cards and personal loans with limits that grow over time as users build their credit histories with us; and (5) Protecting with our insurance solutions. We have also broadened our ecosystem by adding products and services from marketplace partners to our platform, such as mobile phone top-ups, foreign remittances and secured loan products—all under the Nu brand and with the same customer experience as with our proprietary products.

A Highly Engaged and Loyal Customer Base – We have built a strong reputation with our customers for being fair, transparent, trustworthy and high-quality. In addition, we have developed a strategy to cultivate our customer relationships to foster new referrals and higher deposit and spending rates. As a result, we (1) acquired approximately 80%-90% of our customers organically on average per year since our inception, either through word-of-mouth or a direct unpaid referral from an existing customer without incurring direct marketing expenses; (2) received a Net Promoter Score, or “NPS,” of 90 in Brazil and 94 in Mexico, which we believe far exceeds incumbent banks and all other major local financial technology companies; and (3) have become the primary banking relationship for over 50% of our active customers who had been with us for more than 12 months as of September 30, 2021. We consider ourselves the primary banking relationship for those of our active customers who had at least 50% of their post-tax monthly income move in or out of their NuAccount in any given month. For more information on how we calculate organic customer growth and primary banking relationships, see “Glossary of Terms.”

Advantaged Unit Economics – We operate with favorable unit economics, as demonstrated by our ability to recover our customer acquisition costs, or “CAC,” with cumulative contribution margins in fewer than 12 months on average, while continuing to expand revenue and contribution margins significantly thereafter. We measure our customer acquisition efficiency by comparing the lifetime value, or “LTV,” of acquired customers to the CAC of those acquired customers to calculate an “LTV/CAC ratio,” which we estimate to be greater than 30x. We believe these strong economic measurements are supported by our ability to:

Acquire customers organically at a low CAC – For the nine months ended September 30, 2021, our CAC was US$5.0 per customer of which paid marketing accounted for approximately 20%. Based on our internal research and publicly available information, we believe our CAC is one of the lowest across consumer FinTech companies in the world. In addition, we believe our organic customer acquisition model is among the best-in-class as evidenced by the fact that we have acquired approximately 80%-90% of our customers organically on average per year since our inception.

Increase monthly average revenue per active customer, or “Monthly ARPAC” – For the three months ended September 30, 2021, our Monthly ARPAC was approximately US$4.9. For customers who were active across our core products, which include our credit card, NuAccount and personal loans, we had monthly ARPACs in the US$23 to over US$34 range for the month of September 2021. We estimate that the monthly average revenue per active retail customer for incumbent banks in Brazil was approximately 10x higher than ours in the first six months of 2021. While we may not reach these levels because the vast majority of our products have no fees, we believe we can increase our Monthly ARPAC meaningfully over time by (1) capturing greater customer wallet share across our customers’ existing products and (2) cross-selling additional products to existing customers.

Our World-Class Talent – We have been able to assemble one of the most international teams in Latin America. Our employees represent over 45 different nationalities and bring experience in scaling some of the largest technology and financial services companies in the world. We believe our culture, mission and commitment to innovation has helped us become a hub of the best engineering talent not only in the region, but also internationally.

Compounding Growth at Scale – Though we have incurred a US$99.1 million loss for the nine months ended September 30, 2021, and a US$171.5 million, US$92.5 million and US$28.6 million loss for the years ended December 31, 2020, 2019 and 2018, respectively, we have grown our customer base and our revenue at high annual growth rates. As of September 30, 2021, we had 48.1 million customers, which represents an increase of almost 9x from 5.2 million as of September 30, 2018 (or a compounded annual growth rate, or “CAGR,” of 110%; see the chart below entitled “Total Customers (in Millions, % YoY Growth)” and “Summary Consolidated Financial and Other Data” for further information on annual growth rates). Of these 48.1 million customers, approximately 73% were monthly active customers as of September 30, 2021. In the three months ended September 30, 2021, we added an average of over 2 million net new customers per month across Brazil, Mexico and Colombia combined.

Regulatory – We are committed to open, collaborative and transparent relationships with public officials as we work to improve how people are served by the financial sector. Over the past several years, Nu has been very active in some of the latest landmark regulations for the financial system in Brazil, such as: Brazil’s real-time payment system PIX, open banking, portability of checking accounts, cybersecurity and others. By applying our values to regulatory proposals we believe we can help shape a more competitive landscape for Latin America’s financial sector. Through this process, we believe to have established a positive reputation and an open and collaborative relationship with regulators in the countries we operate.

Nu Impact – We have a strong commitment to advancing ESG efforts, which is reflected in our “profits with a purpose” approach. We believe in shared value creation for all our stakeholders, with ESG integration and transparent governance in all of our decision-making processes. We are committed to making a positive social impact on the lives of our customers and the communities we serve. Our business reaches 100% of the municipalities in Brazil in line with our mission to provide financial access and literacy, which we view as crucial to inclusive growth and sustainable development. We estimate that we have provided the first credit card or bank account, as of September 30, 2021, to approximately 5.1 million people. With this access, based on internal survey data, more than 67% of our customers say they have gained more financial independence due to the use of our financial services and 80% reported they could overcome unforeseen financial issues as a result of the access to our credit products. Our strong focus on impact allows us to recruit and retain the best talent and diverse teams, helping to ensure that we have the depth of perspectives to design the best human-centered customer experiences. As of September 30, 2021, among our employees in Brazil, 32.3% self-identified as black or brown, 44.4% as women, and 26.9% as LGBTQIA+ (lesbian, bisexual, gay, transgender, two-spirit, queer, questioning, intersex, asexual, nonbinary, gender nonconforming and non-heteronormative) and 61.3% of our employees in leadership positions self-identified as from underrepresented groups.

Customer-Centric Culture – Since our company was founded, we have intentionally and consistently cultivated a culture that is obsessed with delighting our customers. This culture is central to achieving our mission and we remain vigilant in preserving and nurturing it. The core values of our culture are:

We Want Our Customers to Love Us Fanatically;

We Think and Act Like Owners, Not Renters;

We Are Hungry and Challenge the Status Quo;

We Pursue Smart Efficiency; and

We Build Strong and Diverse Teams.

Extraordinary Customer Experiences – We aim to deliver simple, easy to use products, seamlessly integrated through our Nu mobile application and backed up by our team of Xpeer customer support specialists. This is driven by:

Mobile and Digital First Products;

Product Simplicity;

Human-Centered Design;

Seamless Integration; and

Our Xpeers Support Team.

Advanced Technology – We use advanced technologies and modern tools to deliver a superior experience for our customers in a hyper-scalable and secure environment. We prioritize building our own technology and investing in engineering talent. The key components of our technology architecture include:

NuCore Technology Platform;

A Microservices Approach;

Immutable Architecture; and

World-Class Software Engineers.

Proprietary Data Science – We acquire, store and analyze an enormous amount of data that we use to inform our decision making, reduce risks and improve the customer experience. This provides us with significant advantages and ways to add differentiated value to our customers such as our proprietary Nu^X credit engine. Our data science strategy consists of:

Proprietary Data;

Powerful Nu^X Credit Engine;

Artificial Intelligence and Machine Learning; and

Self-Driving Ecosystem.

Highly Concentrated Banking Sector with a Lack of Competition – The banking sector in Latin America is highly concentrated, controlled by a small number of incumbent financial institutions in each country. According to the respective Central Banks as of December 2020, the five largest banks in each of Brazil, Mexico and Colombia control between 70% and 85% of all loans, deposits and overall banking revenue in their respective markets, shares that are significantly higher than those of most developed markets. Given its highly concentrated nature, the Latin American banking sector has long suffered from a lack of competition. We believe this has resulted in less innovation, a more limited selection of products and services, and higher fees than in the more open and competitive markets of the United States and Europe. While this concentration has enabled the large incumbent banks to maintain their status quo, we believe it also creates a very fertile environment for disruption from new entrants who can use advanced technology, data and customer service to level the playing field.

High Cost to Serve – The incumbent banks in Brazil, Mexico and Colombia have expansive and expensive branch distribution networks supported by large workforces and legacy systems. For example, each of the five incumbents in Brazil has between 2,000 and 5,000 branches and around 80,000 employees each. We believe this legacy infrastructure has translated into a higher cost to serve, incentivizing incumbents to sell high-margin products while excluding a large segment of the population from the financial system. We estimate that in Brazil, our cost to serve and general and administrative expense per active customer is approximately 85% lower than those of incumbents, based on their publicly available financial statements. Based on this estimate, for the first six months ended June 30, 2021, incumbents had an average monthly cost to serve and general and administrative expense per active customer of approximately US$15.7.

Poor Customer Service and Lack of Trust – We believe that incumbent financial service providers in Latin America have historically provided poor customer service to consumers, given an overall lack of market competition and choices. By contrast, our obsession with customer-centricity aimed at delighting customers has enabled us to achieve and scale with NPS levels of 90 or above in the countries in which we operate, which we believe far exceed not only those of incumbent banks, but also those of other major local financial technology companies. We have been consistently recognized for our customer service, as highlighted by our multiple awards received in recent years, and—based on the latest publicly available information—we have compared very favorably to both incumbents and disruptors and have achieved the fewest customer complaints. The high concentration of the banking sector, historic lack of competition and high cost to serve that characterize the financial services industry in Latin America have led to a pattern of behavior that has resulted in dissatisfied customers.

Significantly Underpenetrated Market – The Latin American banking sector remains significantly underpenetrated. Among the main reasons for such low levels of financial inclusion are the prohibitively high costs for financial services. According to a study from the Inter-American Development Bank, or the “IDB,” one of the most cited reasons for not having a bank account is that opening and maintaining accounts are too expensive. In Brazil, 30.0% of the 169 million people aged 15 and above did not have a bank account as of 2017, according to the World Bank. In Colombia and Mexico, the unbanked population in 2017 stood at 55.1% and 64.6% of the 40 million and 96 million people aged 15 and above, respectively, according to the World Bank. Together, these three countries account for 134 million unbanked adults, according to the World Bank. Additionally, aggregate household debt in Latin American economies averaged between 5% and 30% of GDP in 2019 according to IMF data, compared to between 55% and 80% in the developed economies of the United States, Western Europe and Japan. Lastly, credit card penetration in Brazil, Colombia and Mexico stood at 27.0%, 13.9% and 9.5% of the population aged 15 and above, respectively, compared to 65.6% in the United States and 65.4% in the United Kingdom, according to World Bank data for 2017.

Technological Innovation and Growing Payment Volumes – We believe that technological innovation, including the launch of instant payment solutions such as PIX in Brazil and CoDi in Mexico, will translate to sustained growth in electronic payments volumes. Latin America is expected to have an 80% smartphone adoption rate in 2025 according to the Global System for Mobile Communications, or “GSMA,” further facilitating technology inclusion. According to the Oliver Wyman Report, purchase volumes on credit, debit and prepaid cards in Brazil are projected to grow from US$386 billion in 2020 to US$698 billion in 2025 (R$2.0 trillion to R$3.6 trillion, using a fixed exchange ratio of 5.16), representing a CAGR of 13%. In Mexico, expectations for purchase volumes on credit, debit and prepaid cards are also positive and expected to grow from US$128 billion to US$233 billion in 2025, representing a CAGR of 13%.

Shift from Savings to Higher-Yield Investments – According to the Oliver Wyman Report, between 2018 and 2020, the share of retail investment assets under management by banks decreased from 93% to 81%. In our view, the superior customer experiences and low-cost, open platform distribution models employed by direct-to-consumer independent brokers will continue to gain market share. We also believe that improving levels of financial education combined with middle-class expansion and lower interest rates are contributing to the shift of Brazilian retail investors away from savings products towards higher-yield investments such as equities.

Favorable Regulatory Environment – Regulators in Latin America are promoting several initiatives to foster financial technology disruption to increase competition and financial inclusion. For example, in 2020, the Central Bank of Brazil rolled out its plan to enable open banking while launching PIX, an instant payment tool. In Mexico, the 2018 Financial Technology Law established the basis for the development of FinTech companies, and in 2019 CoDi, a platform for P2P transactions without commissions, was launched by Banxico. We believe that these regulatory changes will together increase efficiency, competition and innovation in the Latin American financial services market while increasing access to financial services.

One of the Largest Digital Banking Platforms – We believe we have built one of the world’s largest digital banking platforms (based on number of customers), with 48.1 million customers across Brazil, Mexico and Colombia as of September 30, 2021.

First Mover Advantage – We were the first digital-native banking platform in Latin America and a pioneer in digital financial services globally. We have reached undisputed leadership in digital banking in Brazil in terms of number of customers and have been progressively claiming leadership in other countries in Latin America. In less than two years from the launch of our operations in Mexico in early 2020, we believe we have already become the top credit card issuer in the country, in terms of the number of cards issued during the months of July and August of 2021 based on data for other issuers from the Central Bank of Mexico, surpassing long-established incumbent players such as Banco Azteca, Santander Mexico, HSBC, BanCoppel and Banamex, based on data for other issuers from the Central Bank of Mexico. We estimate that the monthly average revenue per active retail customer for incumbent banks in Brazil was approximately 10x higher than ours in the first six months of 2021.

Trusted and Recognized Global Brand – We have created a globally recognized brand and market position across the digital services and technology landscape, which have built trust and product awareness that have helped us rapidly grow our customer base, retain our customers and drive greater product adoption. In 2021 we were named as one of the TIME 100 Most Influential Companies, one of the CNBC Disruptor 50, Latin America’s Best Digital Bank by Euromoney and the #1 Digital Banking App by Pymnts.com.

World-Class Talent – We have attracted highly talented employees from some of the leading technology and financial services companies around the world who have brought deep expertise and new ideas in technology development, data science, product design, marketing, credit underwriting, business management, corporate strategy and human resources. Our employees are aligned with our mission and have an ownership mentality—approximately 76% of our employees owned Nu shares or held share-based incentive awards as of September 30, 2021.

Extraordinary Customer Experiences – Our modern and intuitive products provide customers with extraordinary experiences which we believe are superior to both incumbent banks and other digital disruptors. We have NPS levels of 90 or above in the countries in which we operate, which exceeds those of many of the strongest consumer brands in the world.

Caring and Effective Customer Support – Our automated self-service support tools and highly trained team of Xpeers provide a superior level of customer service compared to many incumbent banks and financial services companies. We delight and educate our customers by providing them with a differentiated and human level of customer service, which we believe increases their financial literacy, improves their experience and increases their engagement with our platform.

Proprietary Control and Capabilities from Our Technology Platform – We designed and made a significant investment to build our own cloud-based core banking platform, unlike many other FinTech companies or banks that typically are dependent on third-party core bank systems and credit card processors.

Low Operating Costs – We operate with a low-cost model across four key areas of our business: (1) low cost to acquire; (2) low cost to serve; (3) low cost of risk; (4) low cost of funding. We believe we have become one of the lowest cost providers in the financial services industry in the countries in which we operate.

Advantaged Unit Economics – The self-reinforcing nature of our business model and our low operating costs have helped us generate strong unit economic performance with an estimated LTV/CAC ratio of greater than 30x. We believe we benefit from several competitive advantages that include: (1) increasing revenue per customer, for example, for our monthly cohorts from the first quarter of 2017 (January 2017, February 2017 and March 2017), our Monthly ARPAC had increased on average by more than 12x by September 30, 2021 versus their initial month; (2) high customer engagement; and (3) low customer churn, which in the nine months ended September 30, 2021 was on average 0.06% per month on a voluntary basis, defined as customers who chose to leave our platform; and 0.07% per month on an involuntary basis, defined as customers who we removed from our platform due to risk or fraud concerns.

Effective Underwriting and Pricing – By using our unique data and advanced Nu^X credit engine, we underwrite customers and manage credit risk more effectively and have lower fraud rates than incumbent banks that have been lending to consumers in our markets for over 100 years. As a result, we had a 90-day credit card delinquency rate of 3.3% as of September 30, 2021, which is approximately 31% lower than the industry average of 4.8%, according to a report issued by the Central Bank of Brazil.

Unique Data – Our model generates proprietary data on millions of individual consumers and SMEs across Latin America, which provides us with unique insights into customer behavior. We feed this data into our artificial intelligence and 60+ machine learning algorithms to improve our underwriting, differentiate our products and services, enhance our customer support, tailor customer experiences and lower our risks.

Powerful Self-Reinforcing Network Effects – We believe our model demonstrates distinct self-reinforcing network effects that help compound our growth.

Highly Defensible Business Model – We have built a disruptive business with a differentiated model that we believe has a strong competitive position in the market. We believe it is highly defensible and difficult to replicate given the significant time, expertise and investments required to build our capabilities across multiple countries.

Nurturing Our Customer Acquisition Engine – We continue to build our customer acquisition engine by:

Growing Our Base of Highly Loyal Customers – Who we believe will continue to refer customers to us.

Developing Our Digital Content and Social Media Presence – Creating new digital content for our NuCommunity portal and our millions of mobile app users, and building our social media platforms to foster customer engagement, advocacy and financial education.

Tactically Leveraging Marketing Spend – To build a leading consumer brand that is loved and trusted by customers in all markets in which we operate, helping us to expand our ecosystem, attract higher value customers and raise awareness of our new products and services. Additionally, our subsidiary, Nu Pagamentos, signed an agreement to be an Official South American Supporter of the FIFA World Cup Qatar 2022^TM, which we believe will be viewed by hundreds of millions of consumers across the specific region.

Increasing Our Share of Customers’ Financial Lives – We believe we will continue to increase our share of customers’ financial lives by:

Growing With Our Customers – As our customers accumulate more wealth and reach new life milestones, their need for diversified financial services may increase. We currently serve customers across a wide range of ages, and have a particularly young customer base with more than 70% of our customers under 40 years old and an average age of 34 as of September 30, 2021, providing us with the opportunity to grow with customers who are in the early stages of their financial journeys. We believe our youngest customers (20-24 years old) will grow their real income by about 70% in the next ten years.

Cross-Selling New Products and Upselling to Higher-Value Products – As we accumulate more data and learn more about our customers, we can suggest new products to fit their needs and optimize their credit limits, increasing our wallet share across our customers’ Five Financial Seasons and growing the revenue and profits we generate from each customer.

Utilizing Partners to Grow Our Marketplace of Offerings – As we identify new areas to address, we may also partner with best-of-breed providers to serve customers in areas where we don’t currently have a core product or service.

Innovating and Developing New Solutions – We are focused on developing and launching new products and features, which could generate additional revenue streams, complement our customers’ experiences, and fulfill customers’ wider financial service needs. We launched several products since we started our operations in 2013, including credit and debit cards, a loyalty rewards program, payment accounts for individuals and SMEs, personal loans, PIX, and life insurance. We also added investments through the acquisition of NuInvest, new “Buy Now Pay Later” solutions and boletos (banking payment slips). We expect to launch further products in the future, while constantly developing new code and making improvements to our platform and our solutions, with 120+ code deployments per day on average in the nine months ended September 30, 2021.

Executing Strategic Acquisitions – Although we are primarily focused on growing our business organically, we may selectively pursue strategic acquisitions that we believe are attractive business opportunities and are aligned with our mission to consolidate or expand into new areas and gain new capabilities quickly and efficiently.

Making Strategic Minority Investments – We will selectively make strategic minority investments in companies with which we have negotiated commercial agreements or partnerships where we believe we would benefit from a strong alignment.

Making Corporate Venture Investments – We have also assembled an in-house corporate ventures team to evaluate and make minority investments in earlier stage companies where we see long-term strategic value in establishing relationships and receiving first-hand insights on new potential geographies, products, technologies and strategies that we might consider entering or using in the future.

New Geographies – We believe that we are in the early stages of our international expansion. We have leveraged our technology, data science, credit and customer experience approach to continue expanding into new markets, such as Mexico and Colombia. We believe the early results of our international expansion are a testament to the geographical portability of our unique approach. In less than two years from the launch of our operations in Mexico in early 2020, we believe we have already become the top credit card issuer in the country, in terms of the number of cards issued during the months of July and August of 2021, based on data for other issuers from the Central Bank of Mexico. Our Mexican customer base is growing at a rapid rate, and as of September 30, 2021, we had 760,000 customers and an NPS of 94, which we believe is well above incumbent banks in Mexico. In the future, we may also seek to grow our business by selectively expanding into new international markets where we can provide services to millions of consumers while disrupting the legacy models of traditional financial institutions.

Adjacent Sectors – We believe there is a significant opportunity to bring the self-reinforcing effects of our model to adjacent sectors where we can disrupt legacy models and provide additional value to our existing and new customers. For example, we believe there are similar opportunities to simplify the daily lives of our customers by disrupting existing models in industries such as e-commerce, healthcare and telecommunications.

Our business depends on a well-regarded and widely known brand, and any failure to maintain, protect and enhance our brand and image, including through effective marketing strategies, would harm our business, financial condition and results of operations.

Failure to successfully implement and improve our risk management policies, procedures and methods, including our credit risk management system, would materially and adversely affect our business, results of operations and financial condition.

Our international expansion efforts may not be successful, or may subject our business to increased risks.

Our business is highly dependent on the proper functioning of information technology systems, particularly at scale. Any failure of these systems would disrupt our business and impair our ability to provide our services and products effectively to our customers.

We depend on data centers operated by third parties and third-party Internet hosting providers and cloud computing platforms, and any disruption in the operation of these facilities or platforms or access to the Internet would adversely affect our business.

We have incurred losses since our inception, and we may not achieve profitability.

Unauthorized disclosure of sensitive or confidential customer information or our failure or the perception by our customers that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with our customers.

Unauthorized disclosure of, improper access to, or destruction or modification of data through cybersecurity breaches, computer viruses or otherwise, or disruptions to our systems or services, could expose us to liability, protracted and costly litigation and damage our reputation.

Claims by others that we infringe their proprietary technology or other rights could have a material and adverse effect on our business, financial condition and results of operations.

We are subject to extensive regulation and regulatory and governmental oversight as a digital banking platform and as a payment institution. Compliance with or violation of present or future regulations could be costly, expose us to substantial liability and force us to change our business practices, any of which could harm our business and results of operations.

Certain ongoing legislative and regulatory initiatives under discussion by the Brazilian Congress, the Central Bank of Brazil and the broader payments industry may result in changes to the regulatory framework of the Brazilian payments and financial industries and may have an adverse effect on us.

We are subject to costs and risks associated with enhanced or changing laws and regulations affecting our business, including those relating to data privacy, security and protection. Developments in laws and regulations could harm our business, financial condition or results of operations.

Exchange rate and interest rate instability may have a material adverse effect on the economies of the countries in which we operate and the price of our Class A ordinary shares and BDRs.

Disruption or volatility in global financial and credit markets could adversely affect the financial and economic environment in the countries in which we operate, most notably Brazil, Colombia and Mexico, which could have a material adverse effect on us.

Governments have exercised, and continue to exercise, significant influence over the Brazilian economy and the other economies in which we operate. This influence, as well as political and economic conditions in Brazil and the other countries in which we operate, could harm us and the price of our Class A ordinary shares and BDRs.

There is no existing market for our Class A ordinary shares, and we do not know whether one will develop to provide you with adequate liquidity. If the trading price of our Class A ordinary shares fluctuates after this offering, you could lose a significant part of your investment.

Our founding shareholder and CEO, David Vélez Osorno will own 86.2% of our outstanding Class B ordinary shares after this offering, which will represent approximately 75.0% of the voting power of our issued share capital. This concentration of ownership and voting power will limit your ability to influence corporate matters.

We have granted the holders of our Class B ordinary shares preemptive rights to acquire shares that we may sell in the future, which may impair our ability to raise funds.

Nu subsidiaries organized in Brazil consist of Nu Pagamentos S.A. – Instituição de Pagamento, Nu Financeira S.A. – SCFI, Nu Asset Management Ltda., Nu Distribuidora de Títulos e Valores Mobiliarios Ltda., Nu Produtos Ltda., the Easynvest Companies, Internet – Fundo de Investimento em Participações Multiestratégia, Nu Plataformas – Intermediação de Negocios e Serviços Ltda., Instituto Nu, Fundo de Investimento em Direitos Creditórios NU, Nu Fundo de Investimento Renda Fixa, Fundo de Investimento Ostrum Soberano Renda Fixa Referenciado DIand Nu Fundo de Investimentos em Ações, and Spin Pay Serviços de Pagamentos Ltda.

Nu subsidiaries organized in Colombia consist of Nu Colombia S.A.

Nu subsidiaries organized in Mexico consist of Nu BN México, S.A. de C.V., Nu BN Servicios México, S.A. de C.V., Nu BN Tecnologia, S.A. de C.V and Nu México Financiera, S.A. de C.V., SOFIPO.

Nu subsidiaries organized in Argentina consist of Nu Argentina S.A.

Nu subsidiaries organized in Germany consist of Nu Finanztechnologie GmbH.

Nu subsidiaries organized in Uruguay consist of Nu Tecnologia S.A. and Medenio S.A.

Nu subsidiaries organized in the United States consist of Nu 1-B, LLC, Nu 2-B, LLC, Nu 3-B, LLC, Nu 1-A, LLC, Nu 2-A, LLC, Nu 3-A, LLC, Nu Payments, LLC, Nu MX LLC and Cognitect, Inc.

Other Nu subsidiaries consist of Nu Cayman Ltd., organized in the Cayman Islands.

a requirement to have only two years of audited financial statements and related financial disclosure;

an exemption from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the “Sarbanes-Oxley Act,” with respect to our internal control over financial reporting;

reduced disclosure about our executive compensation arrangements in our periodic reports, proxy statements and registration statements; and

an exemption from the requirements of holding non-binding advisory votes on executive compensation and golden parachute arrangements.

Issuer

Nu Holdings Ltd.

Global offering

The global offering consists of the international offering and the concurrent Brazilian offering. The number of Class A ordinary shares offered in the concurrent Brazilian offering (in the form of BDRs) may be reallocated to the international offering. The closing of the international offering is not conditioned upon the closing of the concurrent Brazilian offering, but the closing of the concurrent Brazilian offering is conditioned upon the closing of the international offering, and there can be no assurance that the concurrent Brazilian offering will be completed on the terms described herein or at all.

Class A ordinary shares offered by us in the international offering

Up to 289,150,555 Class A ordinary shares (or 317,721,984 Class A ordinary shares if the underwriters exercise in full their over-allotment option), which may be reduced by up to                  Class A ordinary shares that are initially being offered in the form of BDRs in the concurrent Brazilian offering (including any BDRs that may be offered under the Customer Program).

Brazilian offering

The concurrent Brazilian offering includes up to                  newly issued Class A ordinary shares in the form of BDRs being sold by us (including any BDRs that may be offered under the Customer Program), which may be reduced to the extent such Class A ordinary shares are reallocated to the international offering. Each BDR represents 1/6th of a Class A ordinary share.

The Brazilian offering will be targeted towards: (i) Customers within the Customer Program (as defined in “—Customer Program (NuSócios)” and “—Customers” below, respectively); (ii) our employees; (iii) individuals who are not institutional investors and who reside and are domiciled in Brazil, who have open accounts and updated records with NuInvest; and (iv) institutional investors, in each case in accordance with the CVM’s regulation, and under the terms and conditions established in the Brazilian prospectus.

Indications of interest

Sequoia Capital Global Equities, an affiliate of Sequoia Capital; one or more entities affiliated with Tiger Global Management, LLC; SBLA Holdings (Cayman) L.P. and SLA Holdco I LLC (also known as the SoftBank Latin America Funds); one or more entities affiliated with Dragoneer Investment Group, LLC; one or more entities affiliated with TCV; certain funds and accounts advised by Baillie Gifford Overseas Ltd. or one of its affiliates; certain entities and accounts managed by or affiliated with Sands Capital Management, LLC; certain funds and accounts advised by the subsidiaries of Invesco Ltd.; one or more funds or accounts managed by the Counterpoint Global (Morgan Stanley Investment Management Inc.); and certain funds or accounts advised or managed by J.P. Morgan Investment Management Inc. and affiliates thereof (collectively, the “cornerstone investors”) have indicated an interest in purchasing an aggregate amount of at least US$1.3 billion of our Class A ordinary shares in this offering at the initial public offering price. These indications of interest have been made severally and not jointly. The Class A ordinary shares to be purchased by the cornerstone investors will not be subject to a lock-up agreement with the underwriters of this offering. Because these indications of interest are not binding agreements or commitments to purchase, the cornerstone investors may decide to purchase more, fewer, or no shares in this offering, or the

underwriters may decide to sell more, fewer or no shares to the cornerstone investors. The underwriters, as a group, will receive the same discount on any Class A ordinary shares purchased by the cornerstone investors as they will from any other Class A ordinary shares sold to the public in this offering.

Customer Program (NuSócios)

Within the context of the Brazilian offering, to reward the trust and loyalty of our customers, we have devised an incentive and reward program, referred to commercially as “NuSócios” and in this prospectus as the “Customer Program,” that will result in the delivery by one of our affiliates of sufficient funds for the subscription and payment of one BDR in the Brazilian offering to each Customer allocated in the Customer Program that expressly agrees to participate in the Customer Program during the period from November 9, 2021, inclusive, to December 5, 2021, inclusive, or the “Adhesion Period,” through the Nu mobile app.

Customers who participate in the Customer Program will receive sufficient funds for the subscription and payment of one BDR each, subject to the aggregate cap of the Customer Program, which will be equivalent to the number of BDRs equal to R$180 million (US$32.2 million, based on the November 26, 2021 exchange rate of R$5.5865 to US$1.00 published by the Central Bank of Brazil), which is the financial limit approved by our management for the Customer Program, divided by the initial public offering price per BDR, or the “Maximum Limit of the Customer Program.” We have the option, at our sole discretion, to increase the Maximum Limit of the Customer Program by 25% (based on the number of BDRs).

The BDRs to be offered under the Customer Program have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons unless such BDRs are registered under the U.S. Securities Act, or an exemption from the registration requirements of the U.S. Securities Act is available.

The implementation of the Customer Program is conditioned on the effective conclusion of the Brazilian offering.

We will recognize the costs associated with the Customer Program arising from funding the subscription and payment of the BDRs for the customers who participate in the Customer Program as a reduction in revenue in the fourth quarter of 2021.

Customers

An individual who is a Brazilian resident and a customer of Nu Pagamentos before the last day of the Adhesion Period will be eligible to participate in the Customer Program, provided that he or she has fulfilled each of the following eligibility criteria at least one day prior to the end of the Adhesion Period, in each case, a “Customer”: (i) has a payment account with Nu Pagamentos that is not blocked from transactions; (ii) has no credit card or loan debt overdue by more than eight calendar days (as of the moment of adhesion to the Customer Program); and (iii) within 30 calendar days prior to his or her enrollment in the Customer Program, has carried out or received at least one transaction in any of the products offered through Nu Pagamentos, as verified by Nu Pagamentos.

Sponsor of the Customer Program

Nu Pagamentos, which will provide the necessary funds for the subscription and payment of one BDR for each Customer who participates in the Customer Program.

Terms and conditions of the Customer Program

A Customer’s participation in the Customer Program is voluntary and subject to such Customer’s adherence to the Customer Program Terms and Conditions, as agreed to by the Customer through the Nu mobile app.

The terms and conditions include: (i) the Customer Program eligibility requirements; (ii) a Customer’s rights and responsibilities; (iii) the mechanism for Nu Pagamentos, acting on behalf and for the benefit of the Customers, subscribing for the BDRs or, as may be provided for in the terms

and conditions, delivering the proceeds resulting from the sale of a Customer’s BDR, net of fees charged by B3 and any applicable taxes, to philanthropic or non-profit institutions unrelated to us; (iv) if the Customer Program reaches the Maximum Limit of the Customer Program, establishing a priority in the delivery of BDRs to those Customers who first joined the Customer Program through the Nu mobile app; (v) Customers that participate in the Customer Program may not, for a period of 12 months from the settlement date of the Brazilian offering, offer, sell, lend, contract to sell, pledge or otherwise assign or dispose the BDRs, or the “Restricted Period;” and (vi) the Election Period (as defined in “—Election Period” below).

Election Period

At any time during the 12 months following the end of the Restricted Period, or the “Election Period,” a Customer that continues to have a payment account with Nu Pagamentos that is not blocked from transactions may choose, at his or her sole discretion, between receiving (a) one BDR in the Customer’s investment account or (b) the proceeds from the sale of one BDR, which will be deposited, net of fees charged by B3 and any taxes, in the Customer’s payment account, in accordance with the terms and conditions.

If, at any time during the Election Period, a Customer fails to maintain an account with Nu Pagamentos, his or her BDR will be sold into the market and the proceeds delivered to philanthropic or non-profit institutions.

The Election Period may be extended for an additional period of up to 24 months without prior consent from Customers.

Over-allotment option

We have granted the underwriters the right to purchase up to an additional 28,571,429 Class A ordinary shares within 30 days of the date of this prospectus, at the public offering price, less underwriting discounts and commissions, on the same terms as set forth in this prospectus.

Class A ordinary shares to be outstanding immediately after the global offering

3,458,439,345 Class A ordinary shares (or 3,487,010,774 Class A ordinary shares if the underwriters exercise in full their over-allotment option), which includes the Class A ordinary shares underlying the BDRs.

Class B ordinary shares to be outstanding immediately after the global offering

1,150,245,114 Class B ordinary shares.

Total ordinary shares to be outstanding immediately after the global offering

4,608,684,459 ordinary shares (or 4,637,255,888 ordinary shares if the underwriters exercise in full their over-allotment option), which includes the Class A ordinary shares underlying the BDRs.

Voting rights

The Class A ordinary shares will be entitled to one vote per share, whereas the Class B ordinary shares (which are not being sold in this offering) will be entitled to 20 votes per share.

Each Class B ordinary share may be converted into one Class A ordinary share at the option of the holder.

If, on the record date for any shareholder meeting, the aggregate voting power of Class B ordinary shares then outstanding is less than 10% of the aggregate voting power of Class A ordinary shares and Class B ordinary shares outstanding, then each Class B ordinary share will automatically convert into one Class A ordinary share.

In addition, each Class B ordinary share will convert automatically into one Class A ordinary share upon any transfer, except for certain transfers to permitted transferees, including affiliates and certain unrelated third parties as described under “Description of Share Capital—Ordinary Shares—Conversion Rights.”

Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters unless otherwise required by law and subject to certain exceptions set forth in our amended and restated memorandum and articles of association to be entered into in connection with this offering, or the “Memorandum and Articles of Association”, as described under “Description of Share Capital—Ordinary Shares—Voting Rights.”

Upon consummation of this offering, assuming no exercise of the underwriters’ over-allotment option (1) holders of Class A ordinary shares, including in the form of BDRs, will hold approximately 13.1% of the combined voting power of our outstanding ordinary shares and approximately 75.0% of our total equity ownership and (2) holders of Class B ordinary shares will hold approximately 86.9% of the combined voting power of our outstanding ordinary shares and approximately 25.0% of our total equity ownership.

If the underwriters exercise their over-allotment option in full, (1) holders of Class A ordinary shares, including in the form of BDRs, will hold approximately 13.2% of the combined voting power of our outstanding ordinary shares and approximately 75.2% of our total equity ownership and (2) holders of Class B ordinary shares will hold approximately 86.8% of the combined voting power of our outstanding ordinary shares and approximately 24.8% of our total equity ownership.

The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except that (1) holders of Class B ordinary shares are entitled to 20 votes per share, whereas holders of our Class A ordinary shares are entitled to one vote per share; (2) holders of Class B ordinary shares have certain conversion rights; (3) holders of Class B ordinary shares are entitled to preemptive rights in the event that there is an increase in our share capital and additional ordinary shares are issued in order to maintain their proportional ownership interest; and (4) holders of Class B ordinary shares have certain consent rights. Moreover, the Class B ordinary shares will not be listed on any stock exchange and will not be publicly traded. See “Description of Share Capital” for a description of the material terms of our ordinary shares, and differences between our Class A ordinary shares and Class B ordinary shares, and “Management—Shareholder’s Agreement” for a description of the material terms of our Shareholder’s Agreement which also impacts our Class A ordinary shares and Class B ordinary shares.

Voting rights of BDR holders

BDR holders will be entitled to the same rights, preferences and restrictions granted to our shareholders pursuant to our Memorandum and Articles of Association and the laws of the Cayman Islands, which will include the right to vote at our shareholders’ meetings. However, BDR holders will not be entitled to attend our shareholders’ meetings. Pursuant to the terms of the Deposit Agreement, a BDR holder will have the right to instruct the BDR Depositary to vote the Class A ordinary shares underlying its BDRs. We will inform the BDR Depositary of any upcoming shareholders’ meeting, and the BDR Depositary will give notice to the BDR holders, at least 30 days prior to the shareholders’ meeting, requesting voting instructions from each BDR holder with respect to the Class A ordinary shares underlying the BDRs, to be given within the term established by the BDR Depositary. See “Description of Brazilian Depositary Receipts—Deposit Agreement—Voting Rights of BDRs” and “Risk Factors—Risks Relating to Our Class A Ordinary Shares, our BDRs and the Offering.”

BDRs

Each BDR will represent 1/6th of a Class A ordinary share and will be evidenced by a BDR. The depositary for the BDRs in Brazil is Banco Bradesco S.A., or the “BDR Depositary.” The BDRs will be issued pursuant to the deposit agreement between us and the BDR Depositary, as

depositary, or the “Deposit Agreement,” and the certificates for the Class A ordinary shares represented by the BDRs will be deposited, free and clear of any encumbrance, with The Bank of New York Mellon, as custodian.

Trades of our BDRs on the B3 will settle through the facilities of the Central Depository of the B3. See “Description of Brazilian Depositary Receipts—Deposit Agreement—BDR Registry Book; Ownership and Trading of BDRs” for more information.

BDR depositary

Banco Bradesco S.A.

Custodian for the Class A ordinary shares underlying the BDRs

The Bank of New York Mellon.

Use of proceeds

We estimate that the net proceeds from the sale of our Class A ordinary shares in the global offering, including in the form of BDRs, will be approximately US$2,379.0 million (or approximately US$2,617.8 million if the underwriters exercise in full their over-allotment option), based upon the assumed initial public offering price of US$8.50 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us and without considering any proceeds from the issuance of Class A ordinary shares underlying BDRs under the Customer Program (NuSócios), as any funds comprising the offering price thereof will be delivered to participating Customers by one of our affiliates, as the sponsor of the program, resulting in no incremental net proceeds to us on a consolidated basis.

The principal purposes of the global offering are to increase our capitalization and financial flexibility, create a public market for our Class A ordinary shares and BDRs, and enable access to the public equity markets for us and our shareholders. We intend to use the net proceeds from this offering for general corporate purposes, including working capital, operating expenses, and capital expenditures. Additionally, we may use a portion of the net proceeds to acquire or invest in businesses, products, services, or technologies. However, we do not have agreements or commitments for any material acquisitions or investments at this time. See “Use of Proceeds” for additional information.

Listing

We have been approved to list our Class A ordinary shares on the NYSE under the symbol “NU” and we intend to list and trade the BDRs with the B3, under the symbol “NUBR33.”

Share capital before and after offering

As of the date of this prospectus, our authorized share capital is US$80,859.67, consisting of (i) 9,257,265,096 ordinary shares of par value US$0.000006666666667 each (of which 4,633,500,048 are designated as Class A ordinary shares and 4,623,750,048 are designated as Class B ordinary shares), (ii) 2,871,686,172 are designated as preferred shares of par value US$0.000006666666667 each, and (iii) 15,000 are designated as management shares of par value US$0.000006666666667 each.

Immediately prior to the completion of this offering, our share capital will be adjusted by the automatic conversion of all of our outstanding preferred shares into 2,871,686,172 Class A ordinary shares, and the surrender and cancellation for no consideration of all of our management shares, which together we refer to as the “Share Capital Conversion.”

Effective as from August 30, 2021, we implemented a six-for-one share split of our ordinary shares, which we refer to as the “Share Split.”

Immediately after the global offering, we will have 3,458,439,345 Class A ordinary shares (or 3,487,010,774 Class A ordinary shares if the underwriters exercise in full their over-allotment option), in each case including the Class A ordinary shares underlying the BDRs, and 1,150,245,114 Class B ordinary shares outstanding.

Dividend policy

We have never declared or paid any cash dividend on our share capital, and we have not adopted a dividend policy with respect to future declarations and payment of dividends. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. In the event that we pay any dividend on our Class A ordinary shares, the holders of BDRs will be entitled to the same rights as the holders of our Class A ordinary shares to receive dividends, subject to the BDR Depositary and custodian fees, and tax and exchange expenses, if any. See “Dividend and Dividend Policy” and “Description of Share Capital—Dividends and Capitalization of Profits.”

Lock-up agreements

We have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any shares of our share capital, including in the form of BDRs, or securities convertible into or exchangeable or exercisable for any shares of our share capital, during the period ending on the earlier of the 181st day after the date of this prospectus and the opening of trading on the second trading day following our public release of earnings for the quarter ended March 31, 2022, subject to certain exceptions. Members of our board of directors, our executive officers and our principal shareholders have agreed to substantially similar lock-up provisions, subject to certain exceptions. See “Underwriting.”

Trading, settlement and clearance

The international underwriters expect to deliver our Class A ordinary shares against payment in U.S. dollars via book-entry, through the clearing and settlement systems of DTC, on or about                     , 2021. The Brazilian underwriters expect to deliver our BDRs in Brazil against payment in reais through the facilities of the Central Depositary of the B3 (Central Depositária da B3) on or about                     , 2021. Trades in our BDRs on the B3 will settle through the facilities of the Central Depositary of the B3. The transfer of our Class A ordinary shares to the Custodian will settle through the facilities of the DTC.

Risk factors

See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our Class A ordinary shares or BDRs.

Cayman Islands exempted company with limited liability

We are a Cayman Islands exempted company with limited liability. The rights of our shareholders and the responsibilities of members of our board of directors may be different from the rights of shareholders and responsibilities of directors in companies governed by the laws of U.S. jurisdictions. In particular, as a matter of Cayman Islands law, directors of a Cayman Islands company owe fiduciary duties to the company and a duty of care, diligence and skill to the company. Under Cayman Islands law, directors and officers owe the following fiduciary duties: (1) duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; (2) duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; (3) duty to not improperly fetter the exercise of future discretion; (4) duty to exercise powers fairly as between different sections of shareholders; (5) duty to exercise independent judgment; and (6) duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests. Our Memorandum and Articles of Association have varied this last obligation by providing that a director must disclose the nature and extent of his or her interest in any contract or arrangement, and following such disclosure and subject to any separate requirement under applicable law or the listing rules of the NYSE and unless disqualified by the chairman of the relevant meeting,

such director may vote in respect of any transaction or arrangement in which he or she is interested and may be counted in the quorum at the meeting, provided that such disclosure does not modify the duty of interested directors to act bona fide in the best interests of the Company. In comparison, under the Delaware General Corporation Law, a director of a Delaware corporation owes fiduciary duties to the corporation and its stockholders consisting of the duty of care and the duty of loyalty. Such duties prohibit self-dealing by a director and mandate that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. See “Description of Share Capital—Principal Differences between Cayman Islands and U.S. Corporate Law.”

the issuance of 830,490 Class A ordinary shares (equivalent to US$5.5 million) at the closing of our acquisition of Spin Pay Serviços de Pagamentos Ltda., or “Spin Pay” in October 2021;

the issuance of 70,264,799 Class A ordinary shares pursuant to the exercise of options to purchase Class A ordinary shares between October 1, 2021 and November 27, 2021; and

the issuance of 3,685,652 Class A ordinary shares subject to RSUs vested, net of withheld shares to settle the employees’ tax obligations, between October 1, 2021 and November 27, 2021.

4,092,511 Class A ordinary shares that we expect to issue as contingent consideration for post-combination services rendered to us by Cognitect’s former shareholders and employees, payable in equal installments over a four year period commencing in August 2021, subject to the satisfaction of certain conditions precedent;

an aggregate of up to 1,793,940 Class A ordinary shares that are issuable in connection with our acquisition of Spin Pay upon the achievement of certain milestones on the first and second anniversaries of the closing (October 2022 and October 2023) and as consideration for post-combination services rendered to us by the former shareholders of Spin Pay who became our employees following the closing;

an aggregate of up to 75,024 Class A ordinary shares that are issuable in connection with our acquisition of certain assets and employees Juntos Finanzas, Inc., or “Juntos,” upon the achievement of certain milestones on the first anniversary of the closing (July 2022) and as consideration for post-combination services rendered to us by Juntos employees;

an aggregate of up to 9,375,000 Class A ordinary shares that are issuable in connection with our acquisition of Olivia AI, Inc. and/or its successors and affiliates, or “Olivia,” upon the achievement of certain milestones on the first and second anniversaries of the closing (which has not occurred as of the date of this prospectus and remains subject to the satisfaction of certain closing conditions, including regulatory approval), and as consideration for post-combination services rendered to us by the former shareholders of Olivia who will become our employees following the closing;

145,216,605 Class A ordinary shares issuable upon the exercise of options to purchase Class A ordinary shares outstanding as of November 27, 2021, with a weighted-average exercise price of US$0.40 per share;

79,464,503 Class A ordinary shares subject to restricted share units, or “RSUs,” granted and outstanding as of November 27, 2021 that remain subject to performance and service conditions;

238,552,813 Class A ordinary shares reserved for future issuance under our Share Option Plan, or the “SOP,” and our 2020 Omnibus Incentive Plan, or the “Omnibus Incentive Plan,” as of the date of this prospectus, after giving effect to an increase of 225,625,752 shares reserved, as approved on August 16, 2021. Our SOP and Omnibus Incentive Plan allow us to re-grant the number of shares that were granted thereunder that expire, are forfeited, as more fully described in “Executive Compensation—Employee Benefit and Share Plans;” and

any Class A ordinary shares that may be issued pursuant to the achievement of the 2021 Award First Milestone and 2021 Award Second Milestone under the 2021 Contingent Share Awards.

gives effect to the six-for-one share split of our ordinary shares effective as of August 30, 2021, applied retroactively to all figures herein setting forth the number of our ordinary shares and per share data, or the “Share Split”;

gives effect to the Share Capital Conversion and the filing and effectiveness of our Memorandum and Articles of Association in the Cayman Islands, each of which will occur immediately prior to the completion of this offering;

assumes no exercise of outstanding share options or settlement of outstanding RSUs subsequent to September 30, 2021;

assumes no exercise of the option granted to the underwriters to purchase up to 28,571,429 additional Class A ordinary shares from us in connection with this offering; and

assumes completion of the Brazilian offering in the amount of                 Class A ordinary shares in the form of BDRs initially offered therein and that all 3,436,269 Class A ordinary shares underlying BDRs reserved for issuance under the Customer Program (calculated based upon the midpoint of the range set forth on the cover page of this prospectus) will be issued and sold thereunder, resulting in no incremental net proceeds to us on a consolidated basis as the funds comprising the offering price thereof will be delivered to participating Customers by one of our affiliates. There can be no assurance that the concurrent Brazilian offering will be completed on the terms described herein or at all.

For the Years

Ended December 31,

(in US$ millions, except share data and
amounts per share)

Interest income and gains (losses) on financial instruments

Fee and commission income

Total revenue

Interest and other financial expenses

Transactional expenses

Credit loss allowance expenses

Total cost of financial and transactional services provided

Gross profit

OPERATING EXPENSES

Customer support and operations

General and administrative expenses

Marketing expenses

Other income (expenses)

Total operating expenses

Finance costs – results with convertible instruments

Loss before income taxes

For the Years

Ended December 31,

(in US$ millions, except share data and
amounts per share)

INCOME TAXES

Current taxes

Deferred taxes

Total income taxes

Loss for the period / year

Loss attributable to shareholders of the parent company

Loss attributable to non-controlling interests

EARNINGS PER SHARE

Earnings (loss) per share – Basic and Diluted (US$)

CUSTOMERS METRICS

Number of customers (in millions)¹

Number of customers growth¹

Monthly active customers (in millions)²

Activity rate³

CUSTOMER ACTIVITY METRICS

Purchase volume (in US$ billions)⁴

Purchase volume growth (%)⁴

Monthly average revenue per active customer (in US$)⁵

Monthly average cost to serve per active customer (in US$)⁶

FX NEUTRAL

Purchase volume (in US$ billions)⁴

Purchase volume growth (%)⁴

Monthly average revenue per active customer (in US$)⁵

Monthly average cost to serve per active customer (in US$)⁶

CUSTOMER BALANCES

Deposits (in US$ billions)

Deposits growth (%)⁸

Interest-earning portfolio (in US$ billions)⁷

Interest-earning portfolio growth (%)⁷

FX NEUTRAL

Deposits (in US$ billions)⁸

Deposits growth (%)⁸

Interest-earning portfolio (in US$ billions)⁷

Interest-earning portfolio growth (%)⁷

COMPANY FINANCIAL METRICS

Revenue (in US$ millions)

Revenue growth (%)¹⁰

Gross profit (in US$ millions)

Gross profit margin (%)

Loss (in US$ millions)

Adjusted Net Income (Loss) (in US$ millions)⁹

FX NEUTRAL

Revenue (in US$ millions)¹⁰

Revenue growth (%)¹⁰

Gross profit (in US$ millions)¹¹

Gross profit margin (%)

Loss (in US$ million)¹²

Adjusted Net Income (Loss) (in US$ millions)⁹

= not meaningful.

Customer is defined as an individual or SME that has opened an account with us and does not include any such individuals or SMEs that have been charged-off or blocked or voluntarily closed their account. the number of customers as of September 30, 2021 does not include the number of customers resulting from the acquisition of the Easynvest Companies, which as of such date amounted to 2.8 million customers, of which 0.6 million were unique to the Easynvest Companies.

Monthly active customers are defined as all customers that have generated revenue in the last 30 calendar days, for a given measurement period.

Activity rate is defined as monthly active customers divided by the total number of customers as of a specific date.

Purchase volume is defined as the total value of transactions that are authorized through our credit and debit cards only; it does not include other payment methods that we offer such as PIX, a payment system that allows real-time payments and transfers launched by the Central Bank of Brazil, WhatsApp payments or traditional wire transfers. Purchase volume and purchase volume growth are presented on an FX Neutral basis to eliminate the effect of foreign exchange, or “FX” volatility between the comparison periods, allowing management and investors to evaluate our financial performance despite variations in foreign currency exchange rates, which may not be indicative of our core operating results and business outlook. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information.

Monthly average revenue per active customer, or “Monthly ARPAC” is defined as the average monthly revenue (total revenue divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period). Monthly ARPAC is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information.

Monthly average cost to serve per active customer is defined as the monthly average of the sum of transactional expenses and customer support and operations expenses (sum of these expenses in the period divided by the number of months in the period) divided by the average number of individual active customers during the period (average number of individual active customers defined as the average of the number of monthly active customers at the beginning of the period measured, and the number of monthly active customers at the end of the period). Monthly average cost to serve per active customer is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information.

Interest-earning portfolio consists of receivables from credit card operations on which we are accruing interest and loans to customers, in each case gross of ECL allowance, as of the period end date. Interest-earning portfolio and interest-earning portfolio growth are presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. A reconciliation of our FX Neutral Interest-earning portfolio to the IFRS measure of this metric can be found below under “—Non-IFRS Financial Measures and Reconciliations.”

Deposits and deposits growth are presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. A reconciliation of our FX Neutral Deposits to the IFRS measure of this metric can be found below under “—Non-IFRS Financial Measures and Reconciliations.”

Adjusted Net Income (Loss) is defined as profit (loss) attributable to shareholders of the parent company for the year/period, adjusted for expenses related to share-based compensation in such year/period, allocated tax effects on share-based compensation in such year/period and finance costs related to results with convertible instruments in such year/period. Adjusted Net Income (Loss) is also presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. A reconciliation of our Adjusted Net Income (Loss) and our FX Neutral Adjusted Net Income (Loss) to their most directly comparable IFRS measures of income (loss) can be found below under “—Non-IFRS Financial Measures and Reconciliations.”

Revenue and revenue growth are presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. A reconciliation of our FX Neutral Revenue to the IFRS measure of this metric can be found below under “—Non-IFRS Financial Measures and Reconciliations.”

Gross profit is presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. A reconciliation of our FX Neutral gross profit to the IFRS measure of this metric can be found below under “—Non-IFRS Financial Measures and Reconciliations.”

Loss is presented on an FX Neutral basis. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures” for additional information. A reconciliation of our FX Neutral loss to the IFRS measure of this metric can be found below under “—Non-IFRS Financial Measures and Reconciliations.”

ASSETS

Cash and cash equivalents

Financial assets at fair value through profit or loss

Securities

Derivative financial instruments

Collateral for credit card operations

Financial assets at fair value through other comprehensive income

Securities

Financial assets at amortized cost

Compulsory deposits at central banks

Credit card receivables

Loans to customers

Interbank transactions

Other financial assets at amortized cost

Other assets

Deferred tax assets

Right-of-use assets

Property, plant and equipment

Intangible assets

Goodwill

Total assets

LIABILITIES

Financial liabilities at fair value through profit or loss

Derivative financial instruments

Instruments eligible as capital

Financial liabilities at amortized cost

Deposits

Payables to credit card network

Borrowings and financing

Securitized borrowings

Senior preferred shares

Salaries, allowances and social security contributions

Tax liabilities

Lease liabilities

Provision for lawsuits and administrative proceedings

Deferred income

Deferred tax liabilities

Other liabilities

Total liabilities

EQUITY

Share capital

Share premium reserve

Accumulated gains (losses)

Other comprehensive income/loss

Equity attributable to shareholders of the parent company

Equity attributable to non-controlling interest

Total equity

Total liabilities and equity

ADJUSTED NET INCOME (LOSS) (in US$ millions)

Profit (loss) attributable to shareholders of the parent company

Share-based compensation

Allocated tax effects on share-based compensation¹

Adjusted Net Income (Loss) for the period

OTHER KEY BUSINESS METRICS

Purchase volume (in US$ billions)

Revenue (in US$ millions)

Gross Profit (in US$ millions)

= not meaningful.

Represents the tax effects of pre-tax items excluded from Adjusted Net Income (Loss). The tax effects of pre-tax items excluded from Adjusted Net Income (Loss) are computed using the statutory rate related to each jurisdiction that was impacted by the adjustment, after taking into account the effects of permanent and temporary tax differences.

ADJUSTED NET INCOME (LOSS) (in US$ millions)

Profit (loss) attributable to shareholders of the parent company

Share-based compensation