Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
May 12 2022 - 5:02PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 6-K
Report
of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of May,
2022
Commission File Number 001-41129
Nu Holdings Ltd.
(Exact name of registrant as specified
in its charter)
Nu Holdings Ltd.
(Translation of Registrant's
name into English)
Campbells Corporate Services
Limited, Floor 4, Willow House, Cricket Square, KY1-9010 Grand Cayman, Cayman Islands
+1 345 949 2648
(Address of principal executive
office)
Indicate by check mark whether
the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F (X) Form 40-F
Indicate by check mark whether the registrant by furnishing
the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934.
Yes No (X)
![](https://content.edgar-online.com/edgar_conv_img/2022/05/12/0001292814-22-002278_nu202205126k_001.jpg)
Nu
Holdings Ltd.
(the
“Company”)
Written Resolutions of the
directors of the Company dated May 10, 2022 passed in accordance with the Company’s Twelfth Amended and Restated Articles of Association
(the “Articles”)
The
undersigned being all of the Directors of the Company for the time being, hereby take the following actions and adopt the following resolutions:
DISCLOSURE OF INTERESTS
IT IS NOTED THAT to the extent
any Director has any personal interest, direct or indirect, in the matters contemplated by these resolutions which he or she was required
to disclose in accordance with the Company’s Articles of Association or in accordance with applicable law or otherwise or which
might disqualify him or her from approving these resolutions, such disclosure has been made and the Director may vote and act on the matters
referred to herein.
SUBSIDIARY MERGERS
IT IS NOTED THAT:
| 1. | Nu Participações
S.A. (“Participações”) and Nu Participações Financeiras S.A. (“Financeiras”
and together with Participações, the “Subsidiaries”) are indirect subsidiaries of the Company; |
| 2. | pursuant
to a plan of merger effected on 31 December 2021 in accordance with Brazilian law, Financeiras merged with Nu Invest Corretora de Valores
S.A. and thereafter ceased to exist (the “Financeiras Merger”); |
| 3. | pursuant
to a plan of merger effected on 29 April 2022 in accordance with Brazilian law, Participações merged with Vérios
Gestão de Recursos S.A. and thereafter ceased to exist (the “Participações Merger” and together
with the Financeiras Merger, the “Mergers”); and |
| 4. | in connection
with the Mergers, the Directors have circulated to certain members of the Company a form of written consent to be signed by such members
and the Company, pursuant to which the following consents will be given (the “Shareholder Consent”): |
a.
a consent from the Shareholder to ratify any and all
prior actions having been taken by the Company to permit its Subsidiaries to take actions resulting in the consummation of the Mergers,
for the purposes of section 2.05 of the SHA and for all other purposes; and
b.
consents from the holders of a majority of the Class
B Ordinary Shares in issue to ratify any and all prior actions having been taken by the Company to permit the Subsidiaries to take actions
resulting in the consummation of the Mergers, for the purposes of Article 22.3 of the Articles and for all other purposes.
IT IS RESOLVED THAT:
| 1. | It was
in the best interests of the Company to have undertaken the Mergers and to have performed the transactions contemplated thereby. |
| 2. | Any Director
or Officer of the Company be and is hereby authorized to take such further actions as he may consider necessary or convenient to effect
the foregoing resolutions. |
| 3. | All prior
acts of any Director or Officer of the Company in connection with the foregoing resolutions, including but not limited to the acts of
any Director or Officer of the Company in authorizing the consummation of the Mergers without having first obtained requisite approvals,
be and they hereby are confirmed, ratified and approved. |
OMNIBUS RESOLUTIONS
IT IS RESOLVED that any of the
appropriate Directors and Officers of the Company be, and each of them hereby is, authorized (i) to prepare, execute, deliver and perform,
as the case may be, such agreements, applications, approvals, certificates, communications, consents, demands, directions, documents,
further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, (ii) to pay or cause to be paid
on behalf of the Company any related costs and expenses and (iii) to take such other actions, in the name and on behalf of the Company,
as each such officer, in his discretion, shall deem necessary or advisable to complete and effect the foregoing transactions or to carry
out the intent and purposes of the foregoing resolutions and the transactions contemplated thereby, the preparation, execution, delivery
and performance of any such agreements, applications, approvals, certificates, communications, consents, demands, directions, documents,
further assurances, instruments, notices, orders, requests, resolutions, supplements or undertakings, the payment of any such costs or
expenses and the performance of any such other acts shall be conclusive evidence of the approval of the Directors thereof and all matters
relating thereto.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the undersigned,
being all of the Directors of the Company for the time being, has executed these resolutions in writing on the date indicated above. These
resolutions may be executed in counterpart and each counterpart shall be deemed to be an original and which counterparts when taken together
shall constitute one and the same instrument.
________________________ |
___________________________ |
David Vélez Osorno |
Anita Mary Sands |
|
________________________ |
___________________________ |
Daniel Krepel Goldberg |
Douglas Mauro Leone |
|
________________________ |
___________________________ |
Jacqueline Dawn Reses |
Larissa de Macedo Machado |
|
________________________ |
___________________________ |
Luis Alberto Moreno Mejía |
Muhtar Ahmet
Kent |
|
________________________
|
Rogério Paulo Calderón Peres
|
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
Nu Holdings Ltd. |
|
|
|
By: |
/s/ Guilherme Lago |
|
|
Guilherme Lago Chief Financial Officer |
Date: May
12, 2022
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