As filed with the Securities and Exchange Commission on April 3, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
StoneCo Ltd.
(Exact
name of Registrant as specified in Its charter)
Not
Applicable
(Translation of Registrant’s name into English)
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The Cayman Islands
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7374
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N/A
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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R. Fidêncio Ramos, 308, 10th floor—Vila Olímpia
São Paulo—SP, 04551-010, Brazil
+55 (11) 3004-9680
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Cogency Global Inc.
10
East 40th Street, 10th Floor
New York, NY 10016
+1 (212) 947-7200
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
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Byron B. Rooney, Esq.
Maurice Blanco, Esq.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New
York, NY 10017
Tel: +1 (212) 450-4000
Fax: +1 (212) 701-5800
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Colin J. Diamond, Esq.
John R. Vetterli, Esq.
White & Case LLP
1221
Avenue of the Americas
New York, NY 10020
Tel: +1 (212) 819-8200
Fax: +1 (212) 354-8113
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Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under
the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
333-230642
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
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†
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The term “new or revised financial accounting standard” refers to any update issued by the Financial
Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
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CALCULATION
OF REGISTRATION FEE
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Title of each class of
securities to be registered
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Amount to be
registered(1)(2)
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Proposed
maximum
offering
price
per share(3)
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Proposed
maximum
aggregate
offering price(3)
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Amount of
registration fee
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Class A common shares, par value US$0.000079365 per
share
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1,782,500
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$40.50
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$72,191,250
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$8,749.58
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(1)
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The 1,782,500 Class A common shares being registered in this Registration Statement are in addition to the
20,642,500 Class A common shares registered pursuant to the Registrant’s Registration Statement on Form F-1 (File No. 333-230642).
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(2)
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Includes additional Class A common shares that the underwriters have the option to purchase.
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(3)
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Estimated in accordance with Rule 457 of the Securities Act of 1933, as amended, on the basis of $40.50 per
share, the public offering price to be set forth on the cover page of the Registrant’s prospectus dated April 2, 2019 relating to its public offering pursuant to the Registrant’s Registration Statement on Form F-1 (File
No. 333-230642). A registration fee was previously paid in connection with that Registration Statement.
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THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.