As filed with the Securities and Exchange Commission on November 1, 2021.

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Nu Holdings Ltd.

(Exact Name of Registrant as Specified in Its Charter)

The Cayman Islands	7389	N/A
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial        Classification Code Number)	(I.R.S. Employer Identification Number)
	Campbells Corporate Services Limited, Floor 4,        Willow House, Cricket Square, KY1-9010        Grand Cayman, Cayman Islands        +1 345 949 2648
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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

Durham, NC 27701
+1 919 283 2748

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)

Copies to:

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

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. ☐

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. ☐

† 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.

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered1	Proposed Maximum Offering Price Per Share2	Proposed Maximum Aggregate Offering Price1,2	Amount Of Registration Fee3
Class A ordinary shares, par value US$0.000006666666667 per share4	332,523,138	US$11.00	US$3,657,754,520.75	US$339,074
Brazilian Depositary Receipts, or “BDRs”	—	—	—	—

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

2. 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.

3. Calculated pursuant to Rule 457(a) based on an estimate of the proposed maximum aggregate offering price.

4. Includes Class A ordinary shares, initially in the form of BDRs, offered and sold outside the United States.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant will file a further amendment which specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement will become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

SUBJECT TO COMPLETION, DATED November 1, 2021 PRELIMINARY PROSPECTUS Nu Holdings Ltd. Class A Ordinary Shares (incorporated in the Cayman Islands) This is an initial public offering of Class A ordinary shares of Nu Holdings Ltd. We are offering 289,150,555 Class A ordinary shares, including in the form of Brazilian Depositary Receipts, or “BDRs,” each representing th of a Class A ordinary share, and the selling Securities any shareholders identified in this prospectus are offering an additional 43,372,583 Class 1/6 A ordinary shares if and to the extent that in the underwriters exercise their option to purchase additional shares as described below, in a global offering, consisting of (1) an the international offering and (2) a concurrent Brazilian offering. The international offering includes up to 289,150,555 newly issued with Class A ordinary shares being sold by us to be offered in the United States and other countries outside of Brazil, which may be securities reduced by up to                  Class A ordinary shares that are initially being offered in the form of BDRs in the concurrent Brazilian offering. The filed concurrent Brazilian offering includes up to                  newly issued Class A ordinary shares in the form of BDRs being sold by us, to be offered to the public in Brazil, which may be reduced to the extent such Class A ordinary shares are reallocated to the international these offering. The international offering is being underwritten by the international underwriters named in this prospectus, or the “international underwriters,” and the Brazilian offering is being underwritten by the Brazilian underwriters named in the Brazilian prospectus, or the statement buy “Brazilian underwriters,” and together with the international underwriters, or the “underwriters.” The closing of this international offering to 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 this international offering, and there can be no assurance that the concurrent Brazilian offering will be completed offer on the terms described herein or at all. A separate Portuguese-language prospectus relating to the concurrent Brazilian offering will be an made available in Brazil. registration Prior to this offering, there has been no public market for our Class A ordinary shares or BDRs. It is currently estimated that the initial the public offering price per Class A ordinary share will be between US$10.00 and US$11.00, which is equivalent to between R$9.35 and R$10.29 per BDR, considering that each BDR will represent 1/6th of a Class A ordinary share, based on the October 28, 2021 exchange soliciting rate of R$5.6124 to US$1.00 published by the Central Bank of Brazil. until not We intend to apply to list our Class A ordinary shares on the New York Stock Exchange, or “NYSE,” under the symbol “NU.” We is intend to apply to register the offering of our BDRs with the Brazilian Securities Commission (Comissão de Valores Mobiliários, or the it “CVM”) to list and trade our BDRs on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão, or the “B3”) under the symbol securities “NUBR33.” and Following this offering, we will have two classes of ordinary shares, Class A ordinary shares and Class B ordinary shares. The rights these of the holders of Class A ordinary shares and Class B ordinary shares will be identical, except that (1) holders of Class B ordinary sell shares are entitled to 20 votes per share, whereas holders of Class A ordinary shares are entitled to one vote per share; (2) holders securities of Class B ordinary shares have certain conversion rights; (3) holders of Class B ordinary shares are entitled to preemptive rights in not the event that additional Class A ordinary shares are issued in order to maintain their proportional ownership interest; (4) holders of these Class B ordinary shares have certain consent rights; and (5) Class B ordinary shares will not be listed on any stock exchange and will not be publicly traded. Immediately following the completion of this offering, all Class B ordinary shares will be beneficially owned by may sell David Vélez Osorno, Cristina Helena Zingaretti Junqueira, Adam Edward Wible or certain of their affiliates and permitted transferees, or, We collectively, the “co-founders,” and such Class B ordinary shares will represent approximately 87.0% of the voting power, and 25.0 % of to the outstanding share capital, assuming no exercise of the underwriters’ over-allotment option. For further information, see “Description offer of Share Capital.” changed.an We are an “emerging growth company” as defined in the Jumpstart Our Business StartupsAct of 2012 and, as such, may elect be to comply with certain reduced public company reporting requirements. In addition, following this offering, we will be a “controlled not company” within the meaning of the corporate governance rules of the NYSE and as such plan to rely on available exemptions from is certain NYSE corporate governance requirements. may and Investing in our Class A ordinary shares and BDRs involves risks. See “Risk Factors” beginning on page 33 of this prospectus. Per Class A ordinary share 1 Per BDR 2 Total prospectus Initial public offering price 4 US$ US$ US$ complete Underwriting discounts and commissions 3,4 US$ US$ US$ not Proceeds, before expenses, to Nu Holdings Ltd.5 US$ US$ US$ is preliminary 1. Excludes Class A ordinary shares to be offered and sold in the form of BDRs. permitted. 2. Based on the , 2021 exchange rate of R$ to US$1.00 published by the Central Bank of Brazil. This 3. See “Underwriting” for a description of the compensation payable to the underwriters. not prospectusis 4. Assumes no exercise of the underwriters’ over-allotment option. 5. Does not reflect any amounts from the issuance of Class A ordinary shares underlying BDRs under the Customer Program (NuSócios), effective. sale as any funds comprising the offering price thereof will be delivered by one of our affiliates, as the sponsor of the program, to participating is Customers to enable them to subscribe and pay for one BDR each. See “The Offering--Customer Program (NuSócios).” or The selling shareholders identified in this prospectus have granted the underwriters an option for a period of30 days from the date of preliminary this prospectus to purchase up to 43,372,583 additional Class A ordinary shares to cover over-allotments at the initial public offering offer thisthe price, less underwriting discounts and commissions, on the same terms as set forth in this prospectus. Assuming full exercise of the underwriter’s over-allotment option, we estimate the net proceeds, before expenses, to the selling shareholders from the sale of their Class A ordinary shares will be approximately US$ million, based upon the initial public offering price, after deducting underwriting discounts and commissions. We will not receive any if the proceeds from the sale of Class A ordinary shares by the selling shareholders. in Commission Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or where disapproved of these securities or determined if this prospectus (or the Portuguese-language prospectus used in connection with the offering of our BDRs in Brazil) is truthful or complete. Any representation to the contrary is a criminal offense. information Exchange The underwriters expect to deliver the Class A ordinary shares to purchasers on or about , 2021. Theand jurisdiction Global Coordinators Morgan Stanley Goldman Sachs & Co. LLC Citigroup NuInvest Allen & Company LLC HSBC UBS Investment Bank Autonomous KeyBancCapitalMarketsNauSecurities Nomura Numis Susquehanna Financial Group, LLLP The date of this prospectus is , 2021.

Our Mission Fight complexity to empower people in their daily lives

We are reinventing financial services in a Nu way. Nu Colombia customer welcome kit See “Translations” immediately preceding the back cover.

Simple & Intuitive

Convenient. Low-Cost. Empowering. Special effect on card that is only visible in black light See “Translations” immediately preceding the back cover.

Better Solutions for Consumers and SMEs Across All Five Financial Seasons Spending Credit Card Modern, simple and transparent with a complete digital experience. Rewards A fair program with points that never expire. Mobile Payments Instant payments for real-time transfers, bills, financing and everyday purchases. Saving Personal Account Everything one needs to save and spend. Business Account Integrated banking solution tailor-made for business owners. Investing Investments Comprehensive investment options designed to help customers invest directly with ease. Borrowing Personal Loans Fully transparent and easy to receive, manage and pay. Protecting Insurance Complete array of life insurance products at low, disruptive prices.

One of the World’s Largest Digital Banking Platforms 90+ Net Promoter Score (NPS) 80-90% Organic Acquisition New Customers per month on average in Q3’21 2.1 Million 3-year Total Customer CAGR as of September 30, 2021 110% 2018 2019 2020 Total Customers 2021 1Q18 3.7 Million 3Q21 48.1 Million

Gabriela Lima nu My Pix space Everything you need to pay, transfer, or request money. Scan to pay Transfer Request Money My keys Pix settings and preferences Help

Providing 5.1+ Million people their first credit card or bank account Brazil Colombia Mexico Saving our customers $4.8 Billion in bank fees and 113 Million hours in wait time

Letter From Our Founders The Spark Of Our Foundation In mid-2012, I entered the branch of one of Brazil’s largest banks to open my first Brazilian bank account. As I approached the first bulletproof door that was flanked by armed security guards, I sensed this was not going to be easy. During the following four months I spent long hours in queues, calling the call center, and returning to the bank branch with an increasing number of documents, until finally a bank account that would charge hundreds of reais per year in fees was approved in my name. The entire experience was incredibly frustrating. As I tried to reconcile this experience with the immense profitability of Brazilian banks and the low penetration of banking in this country, I realized that this was possibly the entrepreneurship challenge I had been looking for since I was a child working in my father’s button company in Costa Rica. This experience marked the beginning of an almost decades-long process of reinventing the entire financial services industry in Latin America, aiming to empower hundreds of millions of consumers with simple and transparent products that enable them to live a better life. As part of this process, we set out to build a fundamentally different enterprise that could lead the way in redefining what a Latin American company in the 21st century looks like.

We Are Driven To Make An Impact We want to help shape new Latin American communities that offer greater opportunities for everyone, and we believe a more efficient and competitive financial services sector translates into much more for everyone: more access, more positive customer experiences, and ultimately more money in people’s pockets to be invested in their families, education and healthcare. These can improve the quality of life for millions of people, lower income inequality and add several points of additional GDP growth over time. To achieve our mission, we developed a set of core values that have guided us along the way: We want our customers to love us as loyal and enthusiastic “fans” — Any product or business decision at Nu is made walking backwards from the customer. We build solutions that go beyond just a product function or a business service and instead create an emotional connection through memorable customer experiences. We do this because we believe that, while in the short-term an amazing customer experience may sometimes diverge with maximizing profitability, in the long run they will become completely aligned as the loyalty and trust of our customers means they prefer to do business with us for a much longer period of time. We are hungry and challenge the status quo — We have a high sense of urgency to improve the status quo. We reason from “first principles” so that we avoid being consumed by conventional wisdom that inhibits progress. We have taken this value everywhere: from believing we could challenge this industry with maniacal customer focus, to the way we built our team, the technology choices we made, and the approaches we have taken to service our customers, many times unconventional. We build strong and diverse teams — We seek to hire the best and most talented people regardless of their CV or pedigree. We believe that diversity, in all of its forms, is an ingredient for more creativity, problem-solving, and real innovation. Our Mission Is To Fight Complexity To Empower People Latin America is a region of over 650 million people and has the potential to be one of the most powerful economic engines in the world. Unfortunately, it is also a region where some of the largest industries are oligopolies, which have limited competition, innovation and access. Conventional wisdom historically held that it was impossible to enter and compete in some of these protected sectors, such as consumer banking, that were regarded as off-limits for entrepreneurs. When Cristina, Ed and I first met, we realized very quickly that we shared a common vision: we wanted to invest the next few decades of our lives building something which had the potential to make an extremely positive impact. All three of us saw a massive opportunity, using technology, data and truly thoughtful service to eliminate the complexities and anxieties that customers faced everyday dealing with Latin American banks, by creating a truly new experience, not just a digital copy. So we built Nu, with a mission to empower our customers by fighting against all the pervasive complexity that hinders better choices in their daily lives. So far we think it has worked. Over 48 million customers in Brazil, Mexico and Colombia have chosen Nu, saving over 113 million hours of waiting time inside bank branches or on hold with call centers, and over US$4.8 billion in banking fees, based on our estimates. As of September 30, 2021, over 5.1 million people had selected us as their first bank account or credit card. Over 1 million small and micro entrepreneurs have decided to use our banking products to start and run their businesses more efficiently. We have heard many inspiring customer stories from people who finally managed to save enough money to buy a home, start their own business or put their kids through college. And it makes us want to do more.

Building a culture of trust, empowerment and autonomy — We searched the globe to find the very best talent, building a world-class company out of São Paulo. We looked for this talent everywhere we could find principled, creative problem solvers from all possible backgrounds: philosophers, chemists, graduates in performing arts, filmmakers and statisticians, among other disciplines, work at Nu. Then, we aimed to provide everyone with an environment of trust and autonomy, so they could do the best work of their lives. Aligning interests more equitably — We challenged ourselves to create a culture where our people could work hand-in-hand as partners and collaborators to build something great, rather than just employees working for a paycheck. As we tried to align our incentive structures to achieve this, we often heard “Brazilian employees don’t value equity… you will waste those stock options”. We are proud this was one of many pieces of advice we dismissed, and today can say that about 76% of Nu employees own a stake in our company, participating in the value that we are creating for our customers and our shareholders. Pursuing the highest ethical standards — Many Latin American oligopolies evolved in a historically tight knit environment between the public and private sectors. Since the first moment of our existence, we wanted Nu to represent a new generation of companies that would succeed based on the merits of our demonstrated value rather than through the benefits of special connections. We wanted the right to compete and win, strictly by achieving the love and trust of our customers, and building great products that improved their daily lives. Focusing on the long-term with solid business fundamentals — We committed ourselves to building an institution that would last for decades and therefore made business and culture decisions to optimize our value in the long run. However, since we were in a region of the world that lacked easy access to venture capital, we could not afford to waste resources, and needed to have strong business fundamentals from the very beginning. As we move forward to become a publicly traded company, we reaffirm our commitment of optimizing for the long run, even if this commitment might at times have short-term profit implications. We are playing the long game. We think and act like owners, not renters — We own our destiny, see ourselves as protagonists of the story we live, and solve problems wherever we find them, independent of title, tenure, or responsibility. We treat all our employees as partners, which means our relationships are based on humility, respect, transparency and extreme accountability. We foster a culture ruthlessly focused on serving our customers, with zero power or status symbols, where there is no ego and making mistakes and learning from them is actively encouraged and is a key element for innovation. We pursue smart efficiency — We aim to minimize waste in all of its forms to benefit all our customers and society. We believe in using technology to build proprietary systems that give us scalability while making sure we optimize the use of all the constrained resources we have as a company: our people, our time, our attention and our capital. As we gain efficiency, we are able to pass those gains to our customers, continuously working to provide lower and lower fees and rates. Nu Leads A New Wave of 21st-Century Latin American Companies We challenged ourselves to build an organization that would come to lead a new generation of Latin American companies. We were the first Brazilian investment for some of the best technology investors in the world, and with their help, we showed it was possible to challenge some of the largest entrenched incumbents in this region by doing the following: Developing a digitally-native, cloud-based technology platform — We believe we are in the early stages of technology, data, and customer-centric approaches revolutionizing all industries and all geographies globally. So, we made sure that Nu was a technology and data-driven business from day one. We made the unusual decision to build our own core banking platform and processor from the ground up, using a modern, cloud-based architecture, and integrating data science and machine learning across key processes. We own and have built all of our key technology, so we are in control of our destiny. We also designed our cultural principles and ways of working so that they are “optimized” to create the best environment to attract and retain the very best software engineers, data scientists, product managers, and designers.

The Future And Thank You Today Nu is one of the largest digital banking platforms in the world (based on number of customers), and we are still in the early days of our journey. As we write this letter, we reflect on how challenging, exhilarating and rewarding our journey has been to this point, and we are: Thoughtful of every “Nubanker” who has joined us in this big and ambitious mission of having a true impact in people’s lives and reinventing an outdated system. Mindful of every Nu customer, who has trusted us and joined our purple revolution, and our responsibility to serve them to the very best of our abilities. Grateful for every Nu investor and partner that has supported us on this path, with their valuable advice and unconditional trust. Inspired by every underdog that ever dared to challenge the mighty, and succeeded, building a better world through their journey. We can think of no better way to honor the trust placed in us since our earliest days, than to offer a piece of Nu in the form of one Brazilian Depository Receipt to millions of our customers in Brazil through our NuSócios program. In sharing a part of Nu, we hope to strengthen our relationships through the continuous enhancement of our service and portfolio, as well as sharing the overall progress and value we create as a company. After all, our customers will soon become our partners and shareholders. We hope to welcome you as part of a new generation of shareholders, and we want to use this milestone to commit to you that we will continue building Nu based on the principles mentioned in this letter. We are deeply committed to making this the best work of our lives. We will challenge ourselves to find new and better ways to serve our customers and we will consistently strive to have a positive impact on society. We truly believe Nu is special, and we look forward to partnering with you in our journey that has just begun. Thank you, David, Cristina, and Ed

Table of Contents

	Page
Glossary of Terms		iii
Prospectus Summary		1
The Offering		17
Summary Consolidated Financial and Other Data		24
Risk Factors		33
Special Note Regarding Forward-Looking Statements		87
Presentation of Financial and Other Information		89
Use of Proceeds		93
Dividend and Dividend Policy		94
Capitalization		95
Dilution		97
Exchange Rates		99
Selected Consolidated Financial Data		103
Management’s Discussion and Analysis of Financial Condition and Results of Operations		106
Regulatory Overview		163
Business		188
Management		245
Executive Compensation		255
Certain Relationships and Related Party Transactions		262
Principal and Selling Shareholders		266
Description of Share Capital		269
Description of Brazilian Depositary Receipts		290
Class A Ordinary Shares Eligible for Future Sale		296
Taxation		300
Underwriting		308
Expenses of the Offering		321
Legal Matters		322
Experts		322
Enforceability of Civil Liabilities		323
Where You Can Find More Information		325
Index to Consolidated Financial Statements		F-1

This prospectus has been prepared by us solely for use in connection with the proposed offering of Class A ordinary shares in the United States and, to the extent described below, elsewhere outside of Brazil. None of us, the selling shareholders, or any of the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared.

i

None of us, the selling shareholders, or any of the underwriters take responsibility for, or provide assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or any applicable free writing prospectus is current only as of the date of this prospectus or of any such free writing prospectus, as applicable, regardless of its time of delivery or of any sale of our Class A ordinary shares or BDRs.

None of us, the selling shareholders, or any of the underwriters have taken any action that would permit a public offering of our Class A ordinary shares or BDRs or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States or in Brazil in connection with the Brazilian offering. In addition, except for the Brazilian offering of BDRs being made under the Portuguese-language prospectus, we have not taken any action to permit a public offering of Class A ordinary shares or BDRs outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our Class A ordinary shares and BDRs and the distribution of this prospectus outside the United States and in their jurisdiction (including Brazil). However, we may make offers and sales outside the United States in circumstances that do not constitute a public offer or distribution under applicable laws and regulations. Our Class A ordinary shares and BDRs are being offered, and offers to purchase our Class A ordinary shares or BDRs are being sought, only in jurisdictions where offers and sales are permitted.

This prospectus is not addressed to Brazilian residents and it should not be forwarded or distributed to, nor read or consulted by, acted on or relied upon by Brazilian residents. Any investment to which this prospectus relates is available to, and will be made by, non-Brazilian residents only. If you are a Brazilian resident and received this prospectus, please destroy it and any copies. The Brazilian prospectus is in a format different from that of this prospectus and contains information not generally included in documents such as this prospectus.

You must comply with all applicable laws and regulations in effect in any jurisdiction in which you purchase, offer or sell our Class A ordinary shares and BDRs, or possess or distribute this prospectus and must obtain any consent, approval or permission required for your purchase, offer or sale of our Class A ordinary shares and BDRs under the laws and regulations in effect in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and none of us, the selling shareholders, the international underwriters or the Brazilian underwriters will have any responsibility therefor.

Unless otherwise indicated or the context otherwise requires, all references in this prospectus to “Nu” or the “Company,” the “Issuer,” “we,” “our,” “ours,” “us” or similar terms refer to Nu Holdings Ltd., together with its consolidated subsidiaries. “Nu Holdings” refers solely to Nu Holdings Ltd. “Easynvest Companies” refers to the companies that are part of the Easynvest investment platform acquired by us in a transaction completed on June 1, 2021, the corporate names of which we amended following the acquisition’s closing: namely Nu Participações Financeiras S.A., Nu Invest Corretora de Valores S.A., or “NuInvest,” Nu Participações S.A., Nu Corretora de Seguros Ltda., Easynvest Gestão de Recursos Ltda., and Vérios Gestão de Recursos S.A. “Nu Financeira Financial Conglomerate” refers to Nu Financeira S.A. – SCFI, together with its consolidated subsidiaries.

We own or have rights to trademarks, service marks and trade names that we use in connection with the operation of our business, including our corporate name, logos and website names. Solely for convenience, some of the trademarks, service marks and trade names referred to in this prospectus are listed without the ^® and ^™ symbols, but we will assert, to the fullest extent under applicable law, our rights to our trademarks, service marks and trade names. Other trademarks, service marks and trade names appearing in this prospectus are the property of their respective owners.

ii

Glossary of Terms

The following is a glossary of certain industry and other defined terms used in this prospectus:

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

“ANBIMA” means the Brazilian Association of Financial and Capital Markets Entities (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais).

“Boleto” (banking payment slips) means a printable document issued by merchants and used to make payments in Brazil.

“Brazil” means the Federative Republic of Brazil.

“Brazilian government” means the federal government of Brazil.

“B3” means B3 S.A. – Brasil, Bolsa, Balcão, the Brazilian Stock Exchange.

“CAC” means customer acquisition costs and consists of the following expenses: printing and shipping of a card, credit data costs (primarily consisting of credit bureau costs) and paid marketing.

“CAGR” means the compound annual growth rate, measured as the annualized average rate of growth between given dates, assuming growth takes place at an exponentially compounded rate.

“CDI Rate” means the Brazilian interbank deposit (certificado de depósito interbancário) rate, which is an average of interbank overnight deposit interest rates in Brazil.

“Central Bank of Brazil” means the Brazilian Central Bank (Banco Central do Brasil).

“Colombian pesos” or “COL$” means Colombian pesos, the official currency of the Republic of Colombia.

“CMN” means the Brazilian National Monetary Council (Conselho Monetário Nacional).

“CNBV” means the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria de Valores).

“contribution margin” means the sum of revenue from our credit card, personal lending and NuAccount products, less variable expenses (consisting of interest and other financial expenses, transactional expenses and credit loss allowance expenses) directly associated with this revenue.

“COPOM” means the Brazilian Monetary Policy Committee (Comitê de Política Monetária do Banco Central).

“cost of risk” is defined as the sum of change in loan loss provisions, credit losses and gross recoveries divided by total receivables.

“credit loss allowance expenses / credit portfolio” is defined as credit loss allowance expenses, divided by the sum of receivables from credit card operations (current, installments and revolving) and loans to customers, in each case gross of ECL allowance, as of the period end date.

“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.

“CVM” means the Brazilian Securities Commission (Comissão de Valores Mobiliários).

“debit card” means a payment card that allows the cardholder to immediately access funds electronically from the cardholder’s account when making a purchase.

“ECL” or “ECL Allowance” means the expected credit losses on our credit operations, including loans and credit cards.

“ESG” means Environment, Social and Governance.

“EUR” or “€” means the Euro, the official currency of the European Union.

“first payment default” means when the first scheduled payment by a customer remains unpaid as of the 10th day after it becomes due.

iii

“founding shareholder” refers to our founding shareholder and chief executive officer, David Vélez Osorno.

“FX Neutral” measures refer to certain measures prepared and presented in this prospectus 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. For additional information, see “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures.”

“IASB” means the International Accounting Standards Board.

“IFRS” means the International Financial Reporting Standards, as issued by the IASB.

“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.

“Lifetime value” or “LTV” is the estimated lifetime value of our customers. This is based on the present value of estimated contribution margin generated by a customer during the lifetime of a customer’s relationship with our business. We calculate LTV based on the following key assumptions: (1) 12% per annum as the discount rate applied to the projected stream of contribution margin generated by a customer; (2) estimated lifetime capped at 10 years; and (3) growth and churn estimates based on historical analysis across our cohorts and estimated inflation rates.

“LTV/CAC” means the ratio of lifetime value to customer acquisition costs and is calculated as the lifetime value divided by our customer acquisition costs. We use this metric to assess return on marketing spend and other costs to onboard new customers.

“Mexican pesos” or “MEX$” means Mexican pesos, the official currency of the United Mexican States.

“monthly active customers” is defined as all customers that have generated revenue in the last 30 calendar days, for a given measurement period.

“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 is 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 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 is 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).

“Net promoter score,” or “NPS,” measures the willingness of customers to recommend our products and services. See “Presentation of Financial and Other Information—Calculation of Net Promoter Score.”

“NuAccount” means the Nu bank account we offer to our individual and SME customers; “Personal NuAccount” means the Nu personal bank account we offer to our individual customers; and “SME NuAccount” means the Nu business bank account we offer to our SME customers.

“organic customer growth” is calculated as new customers acquired without incurring direct paid marketing expenses. An organic customer is one who comes to our website or app without clicking on an advertisement link. This includes both customers who directly come to our website or app, or who were referred to us by an existing customer. An inorganic customer is one who comes to our website or app through a paid channel or campaign (e.g., by clicking on an online advertisement).

“PIX” means the instant payment system launched by the Central Bank of Brazil in 2020 that allows real-time payments and transfers.

“primary bank” or “primary banking relationship” refers to our relationship with those of our customers who had at least 50% of their post-tax monthly income move in or out of their NuAccount in any given month. We calculated the percent of customers with a primary banking relationship as active customers with a primary banking relationship as a percentage of total active customers that have been with us for more than 12 months.

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“Purchase volume,” or “PV,” 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, WhatsApp payments or traditional wire transfers.

“real,” “reais” or “R$” means the Brazilian real, the official currency of Brazil.

“SELIC” means the Brazilian Special Clearance and Custody System (Sistema Especial de Liquidação e Custódia).

“SELIC rate” means the Brazilian interest rate established by the SELIC.

“Shareholder’s Agreement” means the shareholder’s agreement entered into in connection with this offering, among David Vélez Osorno, Rua California Ltd., and Nu.

“SIC” means the Colombian Superintendence of Industry and Commerce, a public authority and technical agency attached to the Ministry of Trade, Industry and Tourism of Colombia.

“SMEs” means micro and small businesses.

“squads” is the term used to refer to Nu teams that work within the same scope of operations, e.g., Controllership Squad, FP&A Squad, etc.

“SUSEP” means the Brazilian Superintendence of Private Insurance (Superintendência de Seguros Privados).

“U.S. dollar,” “U.S. dollars” or “US$” means U.S. dollars, the official currency of the United States.

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Prospectus Summary

Prospectus Summary

This summary highlights selected information that is presented in greater detail elsewhere in this prospectus. This summary does not contain all of the information you should consider before investing in our Class A ordinary shares or BDRs. You should read this entire prospectus carefully, including the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and notes thereto included elsewhere in this prospectus, before deciding to invest in our Class A ordinary shares or BDRs.

Overview

Our Mission and Vision

Our mission is to fight complexity to empower people in their daily lives.

In 2013, we chose to begin our journey by disrupting the financial services market in Latin America, the market value of which we estimate will reach approximately US$1 trillion in 2021. This opportunity includes approximately 650 million people in Latin America according to the World Bank, many of whom we believe are underbanked and deeply unsatisfied with their legacy bank relationships, or completely unbanked.

We are in the early stages of technology companies revolutionizing a broad range of services by putting the customer at the center of their strategies and architecting experiences based on mobile-first and cloud-based models. We believe new technology-driven companies can capture market share from legacy providers across all industries, expand the size of addressable opportunities and operate with superior economics. We also believe there is a significant opportunity to use the latest technologies and business practices to create new and more user-friendly experiences for individual consumers and SMEs that are simple, intuitive, convenient, low-cost, empowering and human.

As we pursue our mission of empowerment, we are building a company focused on connecting profit to purpose in order to create value for all our stakeholders and deliver a positive impact on the communities we serve.

Welcome to Nu

We believe Nu is one of the world’s largest digital banking platforms (based on number of customers), and one of the leading technology companies in the world, with 48.1 million customers across Brazil, Mexico and Colombia as of September 30, 2021. We are building our business based on four core principles: (1) a highly curated customer-centric culture that permeates everything we do; (2) the prioritization of human-centric design across all of our mobile apps, products, services and interactions to create extraordinary customer experiences; (3) the development of advanced proprietary technologies built from the ground up by some of the best talent from around the world; and (4) the utilization and optimization of data science and powerful proprietary models that support every aspect of our business. We combine these to create a self-reinforcing business model that we believe enables us to serve our ecosystem of customers and partners more effectively as we grow to generate significant impact to our stakeholders and sustainable competitive advantages in the marketplace. Together, these have compounded since our founding to produce:

• 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

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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.

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• 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, ensuring that we have the depth of perspectives to design the best human-centered customer experiences. As of September 30, 2021, our employees in Brazil were 32.3% black or brown, 44.4% women, and 26.9% 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 were from underrepresented groups.

At Nu, we want to be known not only for the revolution we started, but also for the way we started it.

Our Unique Approach

We are building our business using a unique approach that combines our four core principles to create a self-reinforcing business model that helps us nurture and grow our expanding ecosystem of individual consumers, SMEs and marketplace partners. Our four core principles are:

• 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;

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– 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.

Our Early Results

Our journey began in 2013 with a small group of engineers and designers. In 2014, we launched our first product, the Nu Credit Card, a purple Mastercard-branded credit card in Brazil. We were a pioneer in offering credit cards that did not have any annual fees and we designed an end-to-end mobile-first experience to set a new standard for best-in-class customer experience. With this innovation, we provided access to a much broader spectrum of customers—from more affluent card users to those just starting out.

Our strategy was to start with a single product to ensure we delivered a great user experience, delighted our customers and gained enough insights about the market and our customers to refine and improve our data models. By starting with credit cards, we believe we tackled one of the most challenging (and larger potential) areas of financial services early in our evolution. This has helped us: (i) earn the trust of a large pool of customers by empowering them with differentiated credit solutions that they may have otherwise found to be low quality, expensive or inaccessible from other providers; (ii) build a large and growing pool of proprietary data on customers’ financial and transactional behavior; and (iii) create a favorable and highly defensible business position in the market from which we seek to expand.

We are still very early in our journey, as we continue to deliver new products to transform our customers’ lives across the Five Financial Seasons, regardless of where our customers sit on the financial spectrum. Our mission is to transform the lives of a broad array of customers and businesses, and we have deliberately targeted customers ranging from affluent and financially sophisticated to lower-income and younger customers just starting their financial journey. As we deliver significant value to all segments of our customers, we see our financial results reflect that value.

Historically, we have typically started customer relationships with our credit card or NuAccount products, then grown the relationships significantly over time.

As we learn more about our customers, we can responsibly raise credit limits and introduce new products such as personal lending and insurance, and as a result we have generally seen our customers spend more and save more over time as they use Nu as their primary bank account to a greater degree. Our data shows that our customers and Nu grow together as our customers utilize more of our products and interact on our app with social network-level engagement, which results in more data for us to analyze and ultimately use to better serve our customers at a lower cost. The below table shows the growth in total revenue generated by a customer cohort in the last twelve months, or “LTM,” ending September 30, 2021, compared to the revenue generated in that cohort’s initial year. Each cohort represents customers who first joined Nu in a given year and revenue is indexed to the total revenue generated in that year from the cohort. For example, the 2017 cohort includes all customers who joined Nu between January 1, 2017 and December 31, 2017. This table shows that every cohort exhibits a net expansion in revenue from their initial year, with older cohorts expanding the most over multiple years. We look at this measure as a way to track the expansion, net of any churn, in our annual cohorts over time. We believe that even for our older cohorts, there are multiple expansion opportunities remaining.

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As we have grown with our customers and introduced additional products and services seamlessly connected through our single mobile app, we believe we have become an integral part of our customers’ lifestyles. Many of our customers interact with our Nu mobile application on a frequent basis, with engagement levels that we believe are similar to leading social media platforms. This social network-level engagement is one of the foundations of our powerful self-reinforcing model as it provides us with an advantaged ability to successfully introduce additional, seamlessly connected products within and beyond the financial services category into our customer ecosystem. We believe that our recurring investments in technology and customer service combined with the compounding effects of our self-reinforcing model have resulted in high engagement rates for our active customers. We calculate customer engagement as the ratio of daily active customers (defined here as the number of Brazilian customers that within the day either opened our app or performed a card transaction) to monthly active customers (defined here as the number of Brazilian customers that within a trailing 28-day window either opened our app or performed a card transaction). The chart below shows the evolution of our customer engagement for the periods presented.

Ratio of Daily Active Customers to Monthly Active Customers

(Avg. Last 28 Days)

As our relationships with our customers have grown over time, the gross margins (defined as gross profit divided by total revenue) for our customer cohorts have increased. This has happened by driving increasing revenue per customer, by capturing a greater share of their expenditures and by increasing their credit limits as they have adopted more of our products. As our customer base grows, we have benefitted from natural economies of scale, increasing our margins, and as our customers spend more and use more of our products, we have leveraged that data to underwrite them better, further increasing our margins. We believe the improving profitability dynamics of our maturing customer base can be witnessed through the profile of our customer cohorts over time.

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The chart below measures the cumulative contribution margin per customer for our customers in Brazil less the customer acquisition costs to acquire those customers across quarterly cohorts from the second quarter of 2018 to the third quarter of 2021. We define contribution margin as the sum of revenue from our credit card, personal lending and NuAccount products, less variable expenses (consisting of interest and other financial expenses, transactional expenses and credit loss allowance expenses) directly associated with this revenue. Our customer acquisition costs consist of printing and shipping of cards, credit data costs (primarily consisting of credit bureau costs) and paid marketing. We look at this all on a per customer level based on the number of customers acquired in the initial quarter and use this same number of customers throughout the period of analysis. To calculate the amounts included in the chart below on an FX Neutral basis, we apply the average Brazilian reais/U.S. dollar exchange rate for the nine months ended September 30, 2021 (R$5.349 to US$1.00) throughout, so as to present these amounts as they would have been had exchange rates remained stable over all periods presented.

Our cohorts highlight that we have been able to recover our customer acquisition costs in fewer than 12 months on average, and that we have been able to continue to expand contribution margin from our cohorts over time as our customers stay and grow with us. This ability to keep growing contribution margin from our customers leads to significant LTV and combined with our low CAC has resulted in a strong LTV/CAC ratio. We estimate our LTV/CAC ratio to be greater than 30x. We intend to continue to invest in acquiring new customers and growing our existing customer base with our advantaged unit economics.

Cumulative Contribution Margin Less Customer Acquisition Cost

Per Acquired Customer (Brazil) (US$ FX Neutral)

Average of Quarterly Cohorts (Q2 2018 – Q3 2021)

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Our self-reinforcing model and execution have resulted in a large and vibrant community of customers, consisting of (1) individual consumers across all social classes and ages and (2) SMEs including small businesses and entrepreneurs that help fuel the economy. These customers, combined with a growing set of products that they love, a network of third-party vendors and service providers, and a substantial media following, forms our large and expanding Nu ecosystem:

Our Market

Overview

Latin America is a large and dynamic region with a total population of 652 million people as of December 31, 2020 and GDP of US$4.5 trillion in 2020 according to the World Bank. We currently operate in Brazil, Mexico and Colombia, which collectively account for 60% and 61% of the region’s population and gross domestic product, or “GDP,” respectively. These markets remain significantly underpenetrated with respect to financial services compared to developed economies, as demonstrated by the large number of adults that remain unbanked, the relatively low level of household debt and the relatively low adoption of credit cards.

Our Market Opportunity in Latin America

Our serviceable addressable market, or “SAM,” includes the business lines we currently operate in Brazil, including revenue from retail credit (defined as interest income net of funding costs and credit charges), investments, payments and insurance brokerage. The revenue potential of the retail financial services amounted to US$99 billion in 2020 and it is projected to grow at a 5% CAGR to US$126 billion by 2025, according to a report commissioned by us and published by management consulting company Oliver Wyman Consultoria em Estratégia de Negócios Ltda., or the “Oliver Wyman Report.” Both our revenue of US$737 million for the year ended December 31, 2020 and our revenue of US$1,265 million for the twelve months ended September 30, 2021 (calculated as the sum of our revenues for the year ended December 31, 2020, plus the revenues for the nine months ended September 30, 2021, minus the revenues for the nine months ended September 30, 2020) accounted for less than 1.3% of this SAM, demonstrating the massive opportunity ahead.

Our total addressable market, or “TAM,” represents the total potential opportunity across all of Latin America, including marketplace revenue, defined as take rate fees derived from e-commerce marketplace gross merchandise volume. The retail financial services and marketplace revenue opportunity amounted to US$186 billion in 2020 and it is projected to grow at a CAGR of 8% to US$269 billion by 2025, according to the Oliver Wyman Report.

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A Market that is Ripe for Disruption

Consumers and SMEs in Latin America have long faced a banking system with substantial challenges that create attractive opportunities for disruptors, including:

• 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.

Number of Complaints

Received per One Million Customers in the Last Six Months of 2020

Note: Considers complaints received through direct channels, the Central Bank of Brazil and consumidor.gov.br.

• 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

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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.

Trends Accelerating Industry Disruption

We believe there is a very fertile environment for disruption from new entrants who can use advanced technology, data and customer service to level the playing field. Financial technology companies such as ourselves have the potential to completely change the landscape in Latin America by offering both low-cost and high-quality financial services to large portions of the region’s adult population, materially increasing overall socioeconomic development and the addressable market of financial services in the region.

We believe the significant challenges and trends seen in Latin American markets have already begun to encourage consumers to increasingly look to digital banking platforms to fulfill their day-to-day banking needs. According to the Oliver Wyman Report, the share of total outstanding retail credit attributable to digital banks and FinTechs in Brazil more than doubled from 2.0% to 4.6% between December 2017 and December 2020, and it is projected to rise to 13.0% by 2025.

Based on our analysis of available data, during July 2021, there were over 27 million downloads of banking apps in Brazil, of which 66% was attributable to digital banks and FinTechs, compared to 25% for incumbent banks. This mix has consistently been shifting more towards digital banks and FinTechs, with digital banks and FinTechs doubling their share in the last three years.

Several factors are driving this shift away from incumbents:

• 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.

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• 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.

Our Competitive Strengths and Advantages

The strengths generated by our core principles and our self-reinforcing model provide us with powerful competitive advantages that have enabled us to disrupt the legacy models of incumbent providers to become what we believe is one of the largest digital banking platforms in the world. We believe we are positioned favorably to continue to grow our business with attractive economics and expand our addressable market. We believe our advantages are difficult to replicate and will continue to strengthen as we scale, compounding over time.

We Have Significant Market and Leadership Advantages

Over the past eight years, we believe we have built one of the largest, most influential, and trusted technology companies in the world. This privileged leadership position provides us with several key advantages, including:

• 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.

We Have Significant Operating and Financial Advantages

Our all-digital and data driven business model provides us with significant advantages, which have enabled us to scale and operate in a highly efficient manner. These operating advantages include:

• 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.

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• 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.

We Have Significant Strategic Advantages

Our self-reinforcing model also provides us with key strategic advantages that help us differentiate, grow and compete more effectively. These strategic advantages include:

• 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 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.

Our Growth Strategies

Despite our success to date in building what we believe to be one of the largest digital banking platforms in the world, we believe we are in the very early stages of capturing a very large market opportunity to simplify the daily lives of hundreds of millions of individual consumers and SMEs. We intend to leverage the competitive strengths and advantages of our self-reinforcing model to grow and expand our business and create value for our stakeholders. Our primary growth vectors are:

1. Grow Our Nu Ecosystem

We believe our self-reinforcing model will continue to drive the expansion of our ecosystem, enabling us to reach, engage and grow our base of customers and partners. We intend to grow our Nu Ecosystem by:

• 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.

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– 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.

• 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) are expected to 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.

2. Enhance Our Nu Platform

We believe that there is a significant opportunity to leverage our advanced technology and proprietary data science to offer additional functionality, solutions and experiences to our customers as we learn more about their behaviors and needs. We intend to improve our Nu Platform by:

• 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.

3. Expand into New Markets

We believe our Nu Model also provides us with the capability to expand into new markets and scale quickly and efficiently. For example, we may consider expanding into:

• 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

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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.

Risk Factors Summary

Investing in our Class A ordinary shares, including in the form of BDRs, involves risks. You should carefully consider the risks described in “Risk Factors” before making a decision to invest in our Class A ordinary shares or BDRs. If any of these risks actually materialize, our business, financial condition or results of operations would likely be materially adversely affected. In such case, the trading price of our Class A ordinary shares and BDRs would likely decline, and you could lose all or part of your investment. The following is a summary of some of the principal risks we face:

Risks Relating to Our Business and Industry

• 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.

Risks Relating to Intellectual Property, Privacy and Cybersecurity

• 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.

Risks Relating to Regulatory Matters and Litigation

• 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.

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• 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.

Risks Relating to the Countries in Which We Operate

• 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.

Risks Relating to Our Class A Ordinary Shares, our BDRs and the Offering

• 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.

Our Corporate Structure

Our group is currently composed of 38 entities, including Nu Holdings Ltd. and our 37 subsidiaries, 17 of which are incorporated in Brazil, and the remainder of which are incorporated in other countries. None of our subsidiaries is licensed to operate as a bank. Our significant subsidiaries and a summary of their operations are as follows:

Nu Pagamentos S.A. – Instituição de Pagamento, or “Nu Pagamentos”

Nu Pagamentos, our 100%-owned indirect subsidiary organized in Brazil, is primarily engaged in the issuance and administration of credit cards and payment transfers through prepaid accounts. Nu Pagamentos is a regulated payment institution under Brazilian law authorized to operate in such capacity by the Central Bank of Brazil.

Nu Financeira S.A. – SCFI, or “Nu Financeira”

Nu Financeira, our 100%-owned indirect subsidiary organized in Brazil, launched in February 2019 and offers personal loans as its main product. Nu Financeira is a regulated financial institution under Brazilian law authorized to operate in such capacity by the Central Bank of Brazil.

Nu BN Servicios México, S.A. de CV, or “Nu Servicios”

Nu Servicios, our 99.9%-owned indirect subsidiary organized in Mexico, is engaged in the issuance and administration of credit cards. Nu Servicios operates as a regulated financial institution under the oversight of the CNBV.

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Nu Colombia S.A., or “Nu Colombia”

Nu Colombia, our 100%-owned indirect subsidiary organized in Colombia, launched in September 2020 with operations related to credit cards. Nu Colombia is a regulated commercial entity operating subject to the supervision of the Colombian Superintendence of Industry and Commerce, or “SIC,” a public authority and a technical agency attached to the Ministry of Trade, Industry and Tourism of Colombia.

A simplified organizational chart showing our corporate structure upon the consummation of the offering is set forth below.

1. 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.

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

3. 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.

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

5. Nu subsidiaries organized in Germany consist of Nu Finanztechnologie GmbH.

6. Nu subsidiaries organized in Uruguay consist of Nu Tecnologia S.A.

7. 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.

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

Corporate Information

We were incorporated in the Cayman Islands as an exempted company with limited liability on February 26, 2016. Our principal executive offices are located at Floor 4, Willow House, Cricket Square, Grand Cayman, KY1-9010, Cayman Islands, and our telephone number at this address is +1 345 949 2648. Our website address is www.nubank.com.br. Information contained on, or that can be accessed through, our website is not part of, or incorporated by reference into, this prospectus, and inclusions of our website address in this prospectus are inactive textual references provided only for your informational reference.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended, or the “JOBS Act.” As such, we may take advantage of reduced disclosure obligations and certain exemptions from requirements that are otherwise generally applicable to public companies listed in the United States, including:

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

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• 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.

We may take advantage of these provisions until the last day of the fiscal year ending after the fifth anniversary of our initial public offering, or such earlier time that we are no longer an emerging growth company. We will cease to be an emerging growth company on the earliest to occur of (1) the last day of the fiscal year in which we have at least US$1.07 billion in annual revenue, (2) the last day of the fiscal year in which, as of the last business day of the second fiscal quarter, we had an aggregate worldwide market value of our ordinary shares held by non-affiliates of at least US$700 million and (3) the date on which we have issued more than US$1.0 billion of non-convertible debt over a three-year period.

We may choose to take advantage of some or all of these exemptions. As a result of our emerging growth company status, we have taken advantage of reduced reporting requirements in this prospectus and may elect to take advantage of other reduced reporting requirements in our documents filed or furnished in the future with the SEC. In particular, in this prospectus, we have not included all of the executive compensation-related information that would be required if we were not an emerging growth company.

In addition, under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. Given that we currently report and expect to continue to report under International Financial Reporting Standards, or “IFRS,” as issued by the International Accounting Standards Board, or the “IASB,” we will not be able to avail ourselves of this extended transition period and, as a result, we will adopt new or revised accounting standards on the relevant dates on which adoption of such standards is permitted or required by the IASB.

Controlled Company Status

Upon the completion of this offering, our founding shareholder and CEO, David Vélez Osorno, will beneficially own 75.0% of the voting power of issued share capital, assuming no exercise of the underwriters’ over-allotment option. As a result, we will be a “controlled company” under the NYSE governance standards, defined as a company of which more than 50% of the voting power is held by an individual, group or another company. As a “controlled company,” we may elect not to comply with certain corporate governance standards. See “Risk Factors—Risks Relating to Our Class A Ordinary Shares, our BDRs and the Offering” for more information.

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The Offering

The Offering

This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our Class A ordinary shares or BDRs, as the case may be. You should carefully read this entire prospectus before investing in our Class A ordinary shares or BDRs including “Risk Factors” and our consolidated financial statements.

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, 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.
Class A ordinary shares offered by the selling shareholders pursuant to the underwriters’ over-allotment option	43,372,583 Class A ordinary shares if the underwriters exercise in full their over-allotment option.
Brazilian offering	The concurrent Brazilian offering includes up to                  newly issued Class A ordinary shares in the form of BDRs being sold by us, 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.
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$32.1 million, based on the October 28, 2021 exchange rate of R$5.6124 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

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The NuSócios customer program rewards Brazilian customer trust and loyalty with one BDR

	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 implementation of the Customer Program is conditioned on the effective conclusion of the Brazilian offering.
Customers	An individual who is 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.

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Over-allotment option	The selling shareholders have granted the underwriters the right to purchase up to an additional 43,372,583 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. We will not receive any proceeds from the sale of Class A ordinary shares in this offering by the selling shareholders.
Class A ordinary shares to be outstanding immediately after the global offering	3,450,222,235 Class A ordinary shares (including 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	4,600,467,349 ordinary shares (including 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 13.0% 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 87.0% 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 13.0% 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 87.0% of the combined voting power of our outstanding ordinary shares and approximately 25.0% of our total equity ownership.

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	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$2,947.5 million, based upon the assumed initial public offering price of US$10.50 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

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	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. We will not receive proceeds from the sale of Class A ordinary shares in this offering by the selling shareholders. See “Use of Proceeds” for additional information.
Listing	We intend to apply 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 3,450,222,235 Class A ordinary shares (including 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

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	for any shares of our share capital, during the period ending on the later 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.”

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The above discussion is based on 4,311,316,794 ordinary shares outstanding as of September 30, 2021 (after giving effect to the Share Capital Conversion), and includes:

• 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 62,212,401 Class A ordinary shares pursuant to the exercise of stock options between October 1, 2021 and October 26, 2021; and

• the issuance of 3,619,523 Class A ordinary shares subject to RSUs vested, net of withheld shares to settle the employees’ tax obligations, vested between October 1, 2026 and October 26, 2021.

The number of Class A ordinary shares (including Class A ordinary shares underlying the BDRs) and Class B ordinary shares that will be outstanding after this offering excludes:

• 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;

• 153,544,699 Class A ordinary shares issuable upon the exercise of options to purchase Class A ordinary shares outstanding as of the date of this prospectus, with a weighted-average exercise price of US$0.40 per share;

• 94,431,867 Class A ordinary shares subject to restricted share units, or “RSUs,” granted and outstanding as of the date of this prospectus that remain subject to performance and service conditions;

• 223,443,113 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.

Except as otherwise indicated, all information in this prospectus:

• 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 43,372,583 additional Class A ordinary shares from the selling shareholders 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. There can be no assurance that the concurrent Brazilian offering will be completed on the terms described herein or at all.

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Summary Consolidated Financial and Other Data

The following tables set forth, for the periods and as of the dates indicated, our summary consolidated financial and operating data. Our historical results are not necessarily indicative of the results that may be expected in the future. This information should be read in conjunction with “Presentation of Financial and Other Information,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements, including the notes thereto, included elsewhere in this prospectus.

The summary interim statements of financial position as of September 30, 2021 and the interim statements of profit or loss for the nine months ended September 30, 2021 and 2020 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus, prepared in accordance with International Financial Reporting Standard, IAS No. 34 - Interim Financial Reporting, or “IAS 34,” or our “unaudited interim condensed consolidated financial statements.” The summary statements of financial position as of December 31, 2020, 2019 and 2018 and the statements of profit or loss for the years ended December 31, 2020, 2019 and 2018 have been derived from our audited consolidated financial statements included elsewhere in this prospectus, prepared in accordance with IFRS, as issued by the IASB, or our “audited consolidated financial statements.” All references herein to our “consolidated financial statements” are to both our audited consolidated financial statements and our unaudited interim condensed consolidated financial statements, included elsewhere in this prospectus. Our results of operations for the nine months ended September 30, 2021 are not necessarily indicative of the results of operations that may be expected for the entire year ending December 31, 2021 or any other period. Share and per share data in the table below has been retroactively adjusted to give effect to the Share Split.

Statement of Profit or Loss Data

	For the Nine Months Ended September 30,						For the Years Ended December 31,
	2021			2020			2020			2019			2018
	(in US$ millions, except share data and amounts per share)
Interest income and gains (losses) on financial instruments		607.2			293.3			382.9			337.9			161.6
Fee and commission income		454.9			241.3			354.2			274.2			157.3
Total revenue		1,062.1			534.6			737.1			612.1			318.9
Interest and other financial expenses		(190.4	)		(82.6	)		(113.9	)		(109.7	)		(45.4	)
Transactional expenses		(84.7	)		(87.6	)		(126.8	)		(79.3	)		(43.2	)
Credit loss allowance expenses		(281.0	)		(113.8	)		(169.5	)		(175.2	)		(118.6	)
Total cost of financial and transactional services provided		(556.1	)		(284.0	)		(410.2	)		(364.2	)		(207.2	)
Gross profit		506.0			250.6			326.9			247.9			111.7
OPERATING EXPENSES
Customer support and operations		(124.7	)		(95.5	)		(124.0	)		(115.6	)		(46.7	)
General and administrative expenses		(404.7	)		(184.4	)		(266.0	)		(199.9	)		(84.7	)
Marketing expenses		(45.1	)		(11.5	)		(19.4	)		(41.8	)		(6.4	)
Other income (expenses)		(13.2	)		(25.4	)		(9.5	)		(19.9	)		(7.3	)
Total operating expenses		(587.7	)		(316.8	)		(418.9	)		(377.2	)		(145.1	)
Finance costs – results with convertible instruments		—			(13.2	)		(101.2	)		—			—
Loss before income taxes		(81.7	)		(79.4	)		(193.2	)		(129.3	)		(33.4	)

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	For the Nine Months Ended September 30,						For the Years Ended December 31,
	2021			2020			2020			2019			2018
	(in US$ millions, except share data and amounts per share)
INCOME TAXES
Current taxes		(150.1	)		(9.1	)		(22.3	)		(3.6	)		(15.5	)
Deferred taxes		132.7			24.1			44.0			40.4			20.3
Total income taxes		(17.4	)		15.0			21.7			36.8			4.8
Loss for the period / year		(99.1	)		(64.4	)		(171.5	)		(92.5	)		(28.6	)
Loss attributable to shareholders of the parent company		(98.9	)		(64.4	)		(171.5	)		(92.5	)		(28.6	)
Loss attributable to non-controlling interests		(0.1	)		—			—			—			—
EARNINGS PER SHARE
Earnings (loss) per share – Basic and Diluted (US$)		(0.07	)		(0.05	)		(0.13	)		(0.08	)		(0.03	)

	As of or for the Nine Months Ended September 30,						As of or for the Years Ended December 31,
	2021			2020			2020			2019			2018
CUSTOMERS METRICS
Number of customers (in millions)1		48.1			29.7			33.3			20.1			6.0
Number of customers growth1		62	%		91	%		66	%		232	%		98	%
Monthly active customers (in millions)2		35.3			18.6			21.8			12.1			5.1
Activity rate3		73	%		63	%		66	%		61	%		84	%
CUSTOMER ACTIVITY METRICS
Purchase volume (in US$ billions)4		29.4			14.9			22.5			17.1			9.6
Purchase volume growth (%)4		97	%		31	%		32	%		78	%		75	%
Monthly average revenue per active customer (in US$)5		4.1			3.9			3.6			5.9			7.0
Monthly average cost to serve per active customer (in US$)6		0.8			1.3			1.2			1.9			2.0
FX NEUTRAL
Purchase volume (in US$ billions)4		29.4			14.4			22.0			12.6			6.6
Purchase volume growth (%)4		104	%		73	%		75	%		91	%		100	%
Monthly average revenue per active customer (in US$)5		4.1			3.7			3.6			4.4			4.8
Monthly average cost to serve per active customer (in US$)6		0.8			1.3			1.2			1.4			1.4
CUSTOMER BALANCES
Deposits (in US$ billions)		8.1			4.1			5.6			2.7			0.6
Deposits growth (%)8		98	%		115	%		107	%		328	%		2,668	%

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	As of or for the Nine Months Ended September 30,						As of or for the Years Ended December 31,
	2021			2020			2020			2019			2018
Interest-earning portfolio (in US$ billions)7		1.4			0.4			0.5			0.4			0.2
Interest-earning portfolio growth (%)7		277	%		7	%		21	%		91	%		106	%
FX NEUTRAL
Deposits (in US$ billions)8		8.1			4.2			5.3			2.0			0.4
Deposits growth (%)8		93	%		180	%		165	%		400	%		n.m.
Interest-earning portfolio (in US$ billions)7		1.4			0.4			0.5			0.3			0.2
Interest-earning portfolio growth (%)7		266	%		45	%		56	%		99	%		141	%
COMPANY FINANCIAL METRICS
Revenue (in US$ millions)		1,062.1			534.6			737.1			612.1			318.9
Revenue growth (%)10		99	%		28	%		20	%		92	%		80	%
Gross profit (in US$ millions)		506.0			250.6			326.9			247.9			111.7
Gross profit margin (%)		47.6	%		46.9	%		44.3	%		40.5	%		35.0	%
Loss (in US$ millions)		(99.1	)		(64.4	)		(171.5	)		(92.5	)		(28.6	)
Adjusted Net Income (Loss) (in US$ millions)9		3.4			(42.6	)		(26.8	)		(74.2	)		(19.3	)
FX NEUTRAL
Revenue (in US$ millions)10		1,062.1			517.2			722.1			452.2			219.5
Revenue growth (%)10		105	%		69	%		59.7	%		106	%		108	%
Gross profit (in US$ millions)11		506.0			242.5			320.2			183.1			76.9
Gross profit margin (%)		47.6	%		46.9	%		44.3	%		40.5	%		35.0	%
Loss (in US$ million)12		(99.1	)		(62.3	)		(168.0	)		(68.3	)		(19.7	)
Adjusted Net Income (Loss) (in US$ millions)9		3.4			(41.2	)		(26.2	)		(54.7	)		(13.3	)

n.m. = not meaningful.

1. 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.

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

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

4. 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.

5. 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.

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6. 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.

7. 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.”

8. 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.”

9. 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.”

10. 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.”

11. 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.”

12. 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.”

Statement of Financial Position Data

	As of September 30,		As of December 31,
	2021		2020		2019		2018
	(US$ millions)
ASSETS
Cash and cash equivalents		1,996.7		2,343.8		1,246.6		379.2
Financial assets at fair value through profit or loss		4,780.9		4,378.1		2,400.7		655.5
Securities		4,680.0		4,287.3		2,237.7		570.2
Derivative financial instruments		89.5		0.1		0.2		—
Collateral for credit card operations		11.4		90.8		162.8		85.3
Financial assets at fair value through other comprehensive income		1,837.7		—		—		—
Securities		1,837.7		—		—		—
Financial assets at amortized cost		5,335.9		3,150.0		2,923.6		1,652.7
Compulsory deposits at central banks		422.7		43.5		—		—
Credit card receivables		4,061.5		2,908.9		2,786.5		1,623.8

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	As of September 30,		As of December 31,
	2021		2020		2019		2018
	(US$ millions)
Loans to customers		792.7		174.7		58.0		—
Interbank transactions		19.8		—		0.1		—
Other financial assets at amortized cost		39.2		22.9		79.0		28.9
Other assets		171.2		123.5		67.9		36.0
Deferred tax assets		328.5		125.1		94.2		55.2
Right-of-use assets		7.5		10.7		17.2		—
Property, plant and equipment		12.1		9.9		8.7		6.7
Intangible assets		61.8		12.4		1.1		0.5
Goodwill		393.8		0.8		—		—
Total assets		14,926.1		10,154.3		6,760.0		2,785.8
LIABILITIES
Financial liabilities at fair value through profit or loss		99.2		90.8		24.1		—
Derivative financial instruments		86.7		75.3		2.0		—
Instruments eligible as capital		12.5		15.5		22.1		—
Financial liabilities at amortized cost		12,378.7		9,421.7		5,973.0		2,420.0
Deposits		8,089.8		5,584.9		2,693.2		628.7
Payables to credit card network		4,127.7		3,331.3		2,976.5		1,675.9
Borrowings and financing		134.4		97.5		133.4		50.7
Securitized borrowings		26.8		79.7		169.9		64.7
Senior preferred shares		—		328.4		—		—
Salaries, allowances and social security contributions		68.5		25.8		11.2		5.5
Tax liabilities		166.3		30.8		12.4		17.1
Lease liabilities		8.8		12.0		18.7		—
Provision for lawsuits and administrative proceedings		16.2		16.5		21.0		14.3
Deferred income		29.4		26.0		21.2		10.8
Deferred tax liabilities		81.4		8.7		0.7		—
Other liabilities		172.2		83.8		65.5		21.4
Total liabilities		13,020.7		9,716.1		6,147.8		2,489.1
EQUITY
Share capital		0.1		—		—		—
Share premium reserve		2,133.5		638.0		631.2		389.4

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	As of September 30,			As of December 31,
	2021			2020			2019			2018
	(US$ millions)
Accumulated gains (losses)		(108.9	)		(102.4	)		28.2			(58.0)
Other comprehensive income/loss		(101.0	)		(97.5	)		(47.2	)		(34.7)
Equity attributable to shareholders of the parent company		1,903.7			438.1			612.2			296.7
Equity attributable to non-controlling interest		1.7			—			—			—
Total equity		1,905.4			438.1			612.2			296.7
Total liabilities and equity		14,926.1			10,154.2			6,760.0			2,785.8

Non-IFRS Financial Measures and Reconciliations

This prospectus presents our Adjusted Net Income (Loss) and certain FX Neutral measures and their respective reconciliations for the convenience of investors, which are non-IFRS financial measures. A non-IFRS financial measure is generally defined as a numerical measure of historical or future financial performance, financial position, or cash flow that purports to measure financial performance but excludes or includes amounts that would not be so adjusted in the most comparable IFRS measure. For further information on why our management chooses to use these non-IFRS financial measures and on the limits of using these non-IFRS financial measures, please see “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures.” The FX Neutral measures for Adjusted Net Income (Loss) and certain key business metrics were calculated to present what such measures in preceding periods/years would have been had exchange rates remained stable from these preceding periods/years until the date of our most recent financial information, as detailed below.

The FX Neutral measures for the three months ended September 30, 2020 were calculated by multiplying the as reported amounts of Adjusted Net Income (Loss) and the key business metrics for such period by the average Brazilian reais /U.S. dollars exchange rate for the three months ended September 30, 2020 (R$5.443 to US$1.00) and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by the average Brazilian reais/U.S. dollars exchange rate for the three months ended September 30, 2021 (R$5.269 to US$1.00), so as to present what certain of our statement of profit and loss amounts and key business metrics would have been had exchange rates remained stable from this past period until the three months ended September 30, 2021.

The FX Neutral measures for the nine months ended September 30, 2020 and 2019, and for the years ended December 31, 2020, 2019, 2018 and 2017 were calculated by multiplying the as reported amounts of Adjusted Net Income (Loss) and the key business metrics for such periods/years by the average Brazilian reais/U.S. dollars exchange rates for the nine months ended September 30, 2020 and 2019 (R$5.176 and R$3.904 to US$1.00) and for the years ended December 31, 2020, 2019, 2018 and 2017 (R$5.240, R$3.952, R$3.681 and R$3.198, to US$1.00, respectively), and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by the average Brazilian reais/U.S. dollars exchange rate for the nine months ended September 30, 2021 (R$5.349 to US$1.00), so as to present what certain of our statement of profit and loss amounts and key business metrics would have been had exchange rates remained stable from these past periods/years until the nine months ended September 30, 2021.

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The average Brazilian reais/U.S. dollars exchange rates were calculated as the average of the month-end rates for each month in the three and nine months ended September 30, 2021 and 2020 and the average of the month-end rates for each month in the years 2020, 2019 and 2018, as reported by Bloomberg.

	As reported									FX Neutral measures
	For the three months ended September 30,						Percentage change (%)			For the three months ended September 30,						Percentage change (%)
	2021			2020			2021/2020			2021			2020			2021/2020
ADJUSTED NET INCOME (LOSS) (in US$ millions)
Profit (loss) attributable to shareholders of the parent company		(34.2	)		(32.6	)		4.9	%		(34.2	)		(33.7	)		1.5	%
Share-based compensation		43.9			13.3			230.1	%		43.9			13.7			220.4	%
Allocated tax effects on share-based compensation1		(10.9	)		(3.2	)		240.6	%		(10.9	)		(3.3	)		230.3	%
Adjusted Net Income (Loss) for the period		(1.2	)		(22.5	)		(94.6	)%		(1.2	)		(23.3	)		(94.8	)%
OTHER KEY BUSINESS METRICS
Purchase volume (in US$ billions)		12.1			5.7			112.3	%		12.1			5.9			105.1	%
Monthly average revenue per active customer (in US$)		4.9			3.1			61.1	%		4.9			3.2			56.0	%
Monthly average cost to serve per active customer (in US$)		0.8			1.1			(24.8	)%		0.8			1.1			(27.4	)%
Revenue (in US$ millions)		480.9			156.1			208.1	%		480.9			161.2			198.3	%
Gross Profit (in US$ millions)		223.9			67.3			232.7	%		223.9			69.5			222.2	%

n.m. = not meaningful.

1. 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.

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	As reported									FX Neutral measures
	For the nine months ended September 30,						Percentage change (%)			For the nine months ended September 30,						Percentage change (%)
	2021			2020			2021/2020			2021			2020			2021/2020
ADJUSTED NET INCOME (LOSS) (in US$ millions)
Profit (loss) attributable to shareholders of the parent company		(98.9	)		(64.4	)		53.5	%		(98.9	)		(62.3	)		58.8	%
Share-based compensation		135.3			29.7			355.6	%		135.3			28.7			371.4	%
Allocated tax effects on share-based compensation1		(33.0	)		(7.9	)		317.7	%		(33.0	)		(7.6	)		334.2	%
Adjusted Net Income (Loss) for the period		3.4			(42.6	)		(107.9	)%		3.4			(41.2	)		(108.2	)%
OTHER KEY BUSINESS METRICS
Purchase volume (in US$ billions)		29.4			14.9			97.3	%		29.4			14.4			104.2	%
Monthly average revenue per active customer (in US$)		4.1			3.9			7	%		4.1			3.7			10.7	%
Monthly average cost to serve per active customer (in US$)		0.8			1.3			(37.2	)%		0.8			1.3			(35.2	)%
Revenue (in US$ millions)		1,062.1			534.6			98.7	%		1,062.1			517.2			105.4	%
Gross Profit (in US$ millions)		506.0			250.6			101.9	%		506.0			242.5			108.7	%

n.m. = not meaningful.

1. 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.

	As reported															FX Neutral measures
	For the years ended December 31,									Percentage change (%)						For the years ended December 31,									Percentage change (%)
	2020			2019			2018			2020/2019			2019/2018			2020			2019			2018			2020/2019			2019/2018
ADJUSTED NET INCOME (LOSS) (in US$ millions)
Profit (loss) attributable to shareholders of the parent company		(171.5	)		(92.5	)		(28.6	)		85.4	%		223.4	%		(168.0	)		(68.3	)		(19.7	)		146.0	%		246.7	%
Share-based compensation		56.3			18.5			9.3			204.3	%		98.9	%		55.2			13.7			6.4			302.9	%		114.1	%
Allocated tax effects on share-based compensation1		(12.8	)		(0.2	)		—			n.m.			N/A			(12.5	)		(0.1	)		0.0			n.m.			N/A
Finance costs - results with convertible instruments		101.2			—			—			N/A			N/A			99.1			0.0			0.0			N/A			N/A
Adjusted Net Income (Loss) for the year		(26.8	)		(74.2	)		(19.3	)		(63.9	)%		284.5	%		(26.2	)		(54.7	)		(13.3	)		(52.1	)%		311.3	%
OTHER KEY BUSINESS METRICS
Purchase volume (in US$ billions)		22.5			17.1			9.6			31.6	%		78.1	%		22.0			12.6			6.6			74.6	%		90.9	%
Monthly average revenue per active customer (in US$)		3.6			5.9			7.0			(39.0	)%		(14.7	)%		3.55			4.38			4.78			(18.9	)%		(8.4	)%
Monthly average cost to serve per active customer (in US$)		1.2			1.9			2.0			(34.9	)%		(3.6	)%		1.20			1.40			1.35			(14.3	)%		(3.7	)%

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	As reported												FX Neutral measures
	For the years ended December 31,						Percentage change (%)						For the years ended December 31,						Percentage change (%)
	2020		2019		2018		2020/2019			2019/2018			2020		2019		2018		2020/2019			2019/2018
Revenue (in US$ millions)		737.1		612.1		318.9		20.4	%		91.9	%		722.1		452.2		219.5		59.7	%		106.0	%
Gross Profit (in US$ millions)		326.9		247.9		111.7		31.9	%		121.9	%		320.2		183.1		76.9		74.9	%		138.1	%

n.m. = not meaningful.

1. 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.

The FX Neutral measures were calculated by multiplying the as reported amounts as of December 31, 2020, September 30, 2020, December 31, 2019, September 30, 2019, December 31, 2018 and December 31, 2017 by the spot Brazilian reais/U.S. dollars exchange rates as of these dates (December 31, 2020, September 30, 2020, December 31, 2019, September 30, 2019, December 31, 2018 and December 31, 2017 rates of R$5.199, R$5.613, R$4.030, R$4.156, R$3.875 and R$3.309 to US$1.00, respectively), and using such results to re-translate the corresponding amounts back to U.S. dollars by dividing them by using the spot rate as of September 30, 2021 (R$5.443 to US$1.00) so as to present what these amounts would have been had exchange rates been the same as those on September 30, 2021. The Brazilian reais/U.S. dollars exchange rates were calculated using rates as of such dates as reported by Bloomberg.

	As reported							FX Neutral measures
	As of September 30,				Percentage change (%)			As of September 30,				Percentage change (%)
	2021		2020		2021/2020			2021		2020		2021/2020
Deposits (in US$ billions)		8.1		5.6		98.3	%		8.1		4.2		92.6	%
Interest-earning portfolio (in US$ billions)		1.4		0.4		277.0	%		1.4		0.4		265.6	%

	As reported												FX Neutral measures
	As of December 31,						Percentage change (%)						As of December 31,						Percentage change (%)
	2020		2019		2018		2020/2019			2019/2018			2020		2019		2018		2020/2019			2019/2018
Deposits (in US$ billions)		5.6		2.7		0.6		107.4	%		328.4	%		5.3		2.0		0.4		165	%		400	%
Interest-earning portfolio (in US$ billions)		0.5		0.4		0.2		20.8	%		90.8	%		0.5		0.3		0.2		55.8	%		98.5	%

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Risk Factors

Risk Factors

Investing in our Class A ordinary shares or BDRs involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the sections titled “Special Note Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before making a decision to invest in our Class A ordinary shares or BDRs. In particular, you should consider the risks related to investing in securities of issuers whose operations are located in emerging markets such as Brazil, Mexico and Colombia, which involves a higher degree of risk than investing in the securities of issuers whose operations are located in the United States or other more developed countries. If any of the risks discussed in this prospectus actually occur, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our Class A ordinary shares and BDRs may decline and you may lose all or part of your investment.

Risks Relating to Our Business and Industry

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.

We believe our brand has contributed significantly to the historical success of our business. Maintaining, protecting and enhancing our brand is critical to expanding our customer base, our loan portfolio and our third-party partnerships, as well as increasing engagement with our products and services. Our success in this regard will depend largely on our ability to remain – or, in markets into which we expand, become – widely known, gain and maintain our customers’ trust, be a technology leader and provide reliable, high-quality and secure products and services that continue to meet the needs of our customers at competitive prices, as well as the effectiveness of our marketing efforts and our ability to differentiate our services and platform capabilities from competitors’ products and services.

We believe that maintaining and promoting our brand in a cost-effective manner is critical to achieving widespread acceptance of our products and services and to expand our customer base. Maintaining and promoting our brand will depend largely on our ability to continue to provide useful, reliable and innovative products and services, which we may not do successfully. Our brand promotion activities may not generate customer awareness or increase revenue, and even if they do, any increase in revenue may not offset the expenses we incur in promoting our brand. If we fail to successfully promote and maintain our brand or if we incur excessive expenses in this effort, we would lose significant market share and our business would be materially and adversely affected. Further, our success in the introduction and promotion of new products and services, as well as the promotion of existing products and services, may be partly dependent on our visibility on third-party advertising platforms. Changes in the way these platforms operate or changes in their advertising prices or other terms could make the introduction and promotion of our products and services and our brand more expensive or more difficult. If we are unable to market and promote our brand on third-party platforms effectively, our ability to acquire new customers would be materially harmed, which would adversely affect 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.

The management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of separate but complementary financial, credit, market, operational, compliance and legal policies, procedures and reporting systems, among others. We employ a broad and diversified set of risk monitoring and risk mitigation techniques, which may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we may fail to identify or anticipate.

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We use certain tools and metrics for managing market risk, including statistical models, which are based upon our use of observed historical market behavior. We apply statistical and other tools to these observations to quantify our market risk. However, in part because these tools and metrics are based on historical market behavior, and in part because the models do not take all market risks into account, they may fail to predict future market risks, including those that arise from factors we did not anticipate or correctly evaluate in our statistical models. This would limit our ability to effectively manage our market risk, which could result in our losses being significantly greater than predicted.

Because certain of our operating subsidiaries are financial or payments institutions, our business is also subject to inherent credit risk. An important feature of our credit risk management system is an internal credit score system that assesses the particular risk profile of a customer. As this process involves detailed analysis of a customer that takes into account both quantitative and qualitative factors, it is subject to error, and our internal risk models may not always be able to accurately predict the future credit risk of our customers or assign an accurate credit score, which may result in our exposure to higher credit risks than indicated by our risk management system. We also rely on certain publicly available customer credit information, information relating to credit agreements and other public sources to assess a customer’s creditworthiness. Due to limitations in the availability of information and the underdeveloped information infrastructure in the markets in which we operate, our assessment of credit risk associated with a particular customer may not be based on complete, accurate or reliable information. In addition, we cannot ensure that our credit scoring systems collect complete or accurate information reflecting the actual behavior of customers or that their credit risk can be assessed correctly. Without complete, accurate and reliable information, we have to rely on other publicly available resources and our internal resources, which may not be effective. As a result, our ability to effectively manage our credit risk and subsequently determine our credit loss allowances may be materially adversely affected.

Relatedly, we are exposed to counterparty risk, which may arise from, for example, investing in securities of third parties, entering into derivative contracts under which counterparties have obligations to make payments to us or executing securities, futures or currency trades from proprietary trading activities that fail to settle at the required time due to non-delivery by the counterparty or systems failure by clearing agents, clearing houses or other financial intermediaries. Many of the routine transactions we enter into expose us to significant risk in the event of default by one of our significant counterparties, although we do not currently face specific counterparty risk from concentration within our loan portfolio. If these risks give rise to losses, this could materially and adversely affect us. Separately, because we routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks and other institutional customers, defaults by, and even rumors or questions about the solvency of, certain financial institutions and the financial services industry could lead to market-wide liquidity problems that could lead to substantial losses for our business.

We also face operational and foreign exchange risk. Although we have adopted policies and procedures to identify, monitor and manage our operational risk, these policies and procedures may not be fully effective. For a discussion of the risks we face with respect to foreign exchange rates, see “—Risks Relating to the Countries in Which We Operate—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.”

If our policies and procedures are not fully effective or we are not successful in capturing all risks to which we are or may be exposed, we may suffer harm to our reputation or be subject to litigation or regulatory actions that could have a material adverse effect on our business, results of operations or financial condition. Further, if management were to rely on risk models – whether with respect to market, credit or operational risks – that were flawed or poorly developed, implemented or used, or if management were to misunderstand or use such information for purposes for which it was not designed, we may fail to adequately manage our risk. In addition, if existing or potential customers or counterparties believe our risk management is inadequate, they could take their business elsewhere or seek to limit their transactions with us. Further, certain of the models and other analytical and judgment-based estimations we use in managing risk are subject to review by, and require the approval of, our regulators. If our models do not comply with their expectations, our regulators may require us to make changes to such models, may approve them with additional capital requirements or we may be precluded from using them, any of which could limit our ability to operate our businesses.

Failure to effectively implement, consistently monitor or continuously refine our risk management systems may result in a material adverse effect on our reputation, operating results and financial condition.

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

We currently operate in Brazil, Mexico and Colombia, and we have information technology and support operations in Argentina, Germany, the United States and Uruguay. As part of our growth strategy, we may expand our operations by offering our products and services in additional regions, as well as additional countries in Latin America, where we have little or no experience, and by expanding our business in the jurisdictions in which we currently operate. We may not be successful in expanding our operations into these or other markets in a cost-effective or timely manner, if at all, and our products and services may not experience the same market adoption in such international jurisdictions as we have enjoyed in Brazil. In particular, the expansion of our business into new geographies (or the further expansion in geographies in which we currently operate) may depend on the local regulatory environment or require a close commercial relationship with one or more local banks or other intermediaries, which could prevent, delay or limit the introductions of our products and services in such countries. Local regulatory environments may vary widely in terms of scope and sophistication.

Further, our international expansion efforts have and will continue to place a significant strain on our personnel (including management), technical, operational and financial resources, and our current resources may not be adequate to support our planned geographical expansion. We also may not be able to recoup our investments in new geographies in a timely manner, if at all. If our expansion efforts are unsuccessful, including because potential customers in a given jurisdiction fail to adopt our products and services, our reputation and brand may be harmed, and our ability to grow our business and revenue may be adversely affected.

Even if our international expansion efforts are successful, international operations will subject our business to increased risks, including:

• increased licensing and regulatory requirements;

• competition from service providers or other entrenched market participants that have greater experience in the local markets than we do;

• increased costs associated with and difficulty in obtaining, maintaining, processing, transmitting, storing, handling and protecting intellectual property, proprietary rights and sensitive data;

• changes to the way we do business as compared with our current operations;

• a lack of acceptance of our products and services;

• the ability to support and integrate with local third-party service providers;

• difficulties in staffing and managing foreign operations in an environment of diverse culture, language, laws and customs;

• difficulties in recruiting and retaining qualified employees and maintaining our company culture;

• increased travel, infrastructure and legal and compliance costs;

• compliance obligations under multiple, potentially conflicting and changing, legal and regulatory regimes, including those governing financial institutions, payments, data privacy, data protection, information security, anti-corruption, anti-bribery and anti-money laundering;

• compliance with complex and potentially conflicting and changing tax regimes;

• potential tariffs, sanctions, fines or other trade restrictions;

• exchange rate exposure;

• increased exposure to public health issues such as the COVID-19 pandemic, and related industry and governmental actions to address these issues; and

• regional economic and political instability.

As a result of these risks, our international expansion efforts may not be successful or may be hampered, which would limit our ability to grow our business.

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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.

Our continued growth depends in part on the ability of our existing and potential customers to access our products and platform capabilities at any time and within an acceptable amount of time. Continued access to our products and platform capabilities depends on the efficient and uninterrupted operation of numerous systems, including our computer systems, software, data centers and telecommunications networks, as well as the systems of third parties, such as credit and debit card transaction authorization providers, national financial system network infrastructure providers, back office and business process support, information technology production and support, Internet and telephone connections, network access, data center infrastructure services and cloud storage and computing. However, these systems and technologies are vulnerable to disruptions, failures or slowdowns. We have experienced, and may in the future experience, disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, introductions of new functionality, human or software errors, capacity constraints due to an overwhelming number of customers accessing our products and platform capabilities simultaneously, denial of service attacks or other security-related incidents, natural disasters, power outages, terrorist attacks, hostilities, and other events beyond our control.

As our business grows, it may become increasingly difficult to maintain and improve the performance of our information technology systems, especially during peak usage times and as our products and platform capabilities become more complex and our customer traffic increases. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business, financial condition and results of operations may be adversely affected. Specifically, if our products and platform capabilities are unavailable or if our customers are unable to access our products and platform capabilities within a reasonable amount of time, we may experience a loss of customers, lost or delayed market acceptance of our platform and products, delays in payment to us by customers, injury to our reputation and brand, the diversion of our resources, additional operating and development costs, loss of revenue, legal claims against us, the loss of licenses, loss of Central Bank of Brazil authorizations or fines or other penalties imposed by the Central Bank of Brazil (including intervention, temporary special management systems, the imposition of insolvency proceedings or the out-of-court liquidation of our operating subsidiaries), or by the Brazilian National Data Protection Authority (Autoridade Nacional de Proteção de Dados, or the “ANPD”). In addition, we do not maintain insurance policies specifically for property and business interruptions, meaning we would directly and without setoff incur any losses we suffer as a result of the aforementioned occurrences. For further information, see “—Our insurance policies may not be sufficient to cover all claims.”

Our business is highly dependent on the ability of our information technology systems to accurately process a large number of highly complex transactions across numerous and diverse markets and products in a timely manner and at high processing speeds, and on our ability to rely on our digital technologies, computer and email services, software and networks, as well as on the secure processing, storage and transmission of confidential data and other information on our computer systems and networks. Specifically, the proper functioning of our financial control, risk management, accounting, customer service and other data processing systems is critical to our business and our ability to compete effectively. Any failure to deliver an effective and secure service, or any performance issue that arises with a service, could result in significant processing or reporting errors or other losses. See “—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 do not operate all of our systems on a real-time basis and cannot assure that our business activities would not be materially disrupted if there were a partial or complete failure of any of these primary information technology systems or communication networks. In particular, because all customer transactions on the Nu Platform occur on our mobile application, any failure of our mobile application would cause our platform and services to be unavailable to our customers. Such failures could be caused by, among other things, major natural catastrophes, software bugs, computer virus attacks, conversion errors due to system upgrading, security breaches caused by unauthorized access to information or systems or malfunctions, loss or corruption of data, software, hardware or other computer equipment. Any such failures would disrupt our business and impair our ability to provide our services and products effectively to our customers, which could adversely affect our reputation as well as our business, results of operations and financial condition.

Our ability to remain competitive and achieve further growth will depend in part on our ability to upgrade our information technology systems and increase our capacity on a timely and cost-effective basis. We must continually

36

make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot guarantee that in the future we will be able to maintain the level of capital expenditures necessary to support the improvement or upgrading of our information technology systems. Any substantial failure to improve or upgrade our information technology systems effectively or on a timely basis would materially and adversely affect our business, financial condition or results of operations.

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.

Our business requires the ongoing availability and uninterrupted operation of internal and external transaction processing systems and services. We primarily serve our customers from third-party data center hosting facilities provided by a third-party service provider, which we rely on to operate certain aspects of our products and services, and we depend on third-party Internet-hosting providers and third-party bandwidth providers for continuous and uninterrupted access to the Internet to operate our business. Any disruption of or interference with our use of such services would impair our ability to deliver our products and services to our customers, resulting in customer dissatisfaction, damage to our reputation, loss of customers and harm to our business. Further, we have designed our products and services and computer systems to use data processing, storage capabilities and other services provided by such third-party service providers. As such, we cannot easily switch our operations to another cloud provider, so any disruption of or interference with our use of such providers’ services would increase our operating costs and could materially and adversely affect our business, financial condition and results of operations, and we might not be able to secure service from an alternative provider on similar terms or at all.

While we maintain oversight of our third-party data center hosting facilities and Internet-hosting providers, such third parties are ultimately responsible for maintaining their own network security, disaster recovery and system management procedures, and such third-parties do not guarantee that our customers’ access to our solutions will be uninterrupted, error-free or secure. These third-party providers may experience website disruptions, outages and other performance problems, which may be caused by a variety of factors, including infrastructure changes, human or software errors, viruses, security attacks, fraud, spikes in customer usage and denial of service issues. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. In particular, we do not control the operation of the third-party data center hosting facilities, and such facilities are vulnerable to damage or interruption from human error, intentional bad acts, power loss, hardware failures, telecommunications failures, improper operation, unauthorized entry, data loss, power loss, cyberattacks, fires, wars, terrorist attacks, floods, earthquakes, hurricanes, tornadoes, natural disasters or similar catastrophic events. They also could be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism and other misconduct. The occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or terminate our hosting arrangement or other unanticipated problems could result in lengthy interruptions in the delivery of our solutions, cause system interruptions, prevent our customers from accessing their accounts online, reputational harm and loss of critical data, prevent us from supporting our solutions or cause us to incur additional expense in arranging for new facilities and support.

If we lose the services of one or more of our Internet-hosting or bandwidth providers for any reason or if their services are disrupted, for example due to viruses or denial of service or other attacks on their systems, or due to human error, intentional bad acts, power loss, hardware failures, telecommunications failures, fires, wars, terrorist attacks, floods, earthquakes, hurricanes, tornadoes or similar catastrophic events, we could experience disruption in our ability to offer our solutions and adverse perception of our solutions’ reliability, or we could be required to retain the services of replacement providers, which could increase our operating costs and materially and adversely affect our business, financial condition and results of operations.

Furthermore, prolonged interruption in the availability, or reduction in the speed or other functionality, of our products or services could materially harm our reputation and business. Frequent or persistent interruptions in our products and services could cause customers to believe that our products and services are unreliable, leading them to switch to our competitors or to avoid our products and services, and would likely permanently harm our reputation and business.

Any of the foregoing, in addition to any of the factors described in “—We are dependent on third-party service providers in our operations, any failure of a third-party service provider could disrupt our operations,” could have a material adverse effect on our business, financial condition and results of operations.

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Negative publicity about us (including our directors or employees) or our industry could adversely affect our business, financial condition, results of operations and future prospects.

Negative publicity about us (including our directors or employees) or our industry, including the transparency, fairness, customer experience, quality and reliability of our products or services, effectiveness of our risk model, our ability to effectively manage and resolve complaints, our privacy and security practices, our ESG and diversity and inclusion practices, litigation, regulatory activity, misconduct by or statements made by our directors or employees, funding sources, service providers or others in our industry, could adversely affect our reputation and the confidence in, and the use of, our products and services. For example, in late 2020, we issued a public apology and reaffirmed our commitment to diversity after comments made by one of our co-founders received significant negative publicity. This and any future negative publicity could harm our reputation and cause disruptions to business. Any such reputational harm could further affect the behavior of customers and, as a result, materially and adversely affect our business, results of operations, financial condition and future prospects.

The credit quality of our loan portfolio may deteriorate and our ECL allowance could be insufficient to cover our losses, which would have a material adverse effect on our business, financial condition and results of operations.

Risks arising from changes in credit quality and the recoverability of amounts due from counterparties are inherent in many aspects of our businesses, in particular our customer credit card and lending businesses. We expect the amount of reported non-performing loans to increase in the future on an absolute basis as a result of the expected growth in our total loan portfolio, the credit quality of which may turn out to be worse than anticipated. The amount of reported non-performing loans may also increase due to factors beyond our control, such as adverse changes in the credit quality of our borrowers and counterparties or a general deterioration in economic conditions in the markets in which we operate.

Our provisions for credit losses are based on our current assessments and expectations concerning various factors affecting the quality of our loan portfolio. These factors include, among other things, our borrowers’ financial condition, government macroeconomic policies, interest rates and the legal and regulatory environment. As many of these factors are beyond our control and there is no infallible method for predicting loan and credit losses, we cannot guarantee that our current or future reserves for credit losses will be sufficient to cover actual losses. If our assessment of and expectations concerning the above-mentioned factors differ from actual developments, if the quality of our total loan portfolio deteriorates, for any reason, or if the future actual losses exceed our estimates of expected losses, we may be required to increase our provisions for credit losses, which may adversely affect our financial condition. As such, any unexpected increase in the level of our non-performing loans could have a material adverse effect on our financial condition.

We depend on key management, as well as our experienced and capable employees, and any failure to attract, motivate and retain our employees would harm our ability to maintain and grow our business.

Our business functions at the intersection of rapidly changing technological, social, economic and regulatory developments that require a wide-ranging set of expertise and intellectual capital. Our future success is significantly dependent upon the continued service of our executives and other key employees, and in particular our founding shareholder and chief executive officer David Vélez Osorno. If we lose the services of any member of management or any key employee, we may not be able to locate a suitable or qualified replacement, and we may incur additional expenses to recruit and train a replacement, which would severely disrupt our business and growth.

To maintain and grow our business, we will need to identify, attract, hire, develop, motivate and retain highly skilled employees, which requires significant time, expense and effort. Competition for highly skilled personnel is intense, in our industry in particular. We may need to invest significant amounts of cash and equity to attract and retain new employees, and we may never realize returns on these investments. In addition, from time to time, there may be changes in our management team that may be disruptive to our business. If our management team, including any new hires that we make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business would be harmed.

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Furthermore, our international expansion and our business in general may be materially adversely affected if legislative or administrative changes to immigration or visa laws and regulations impair our hiring processes or projects involving personnel who are not citizens of the country where their work is to be performed. If we are not able to add and retain employees effectively, our ability to achieve our strategic objectives will be adversely affected, and our business and growth prospects will be harmed.

Increases in our remuneration expenses for our management that will be recognized in our future results will have an adverse effect on our accounting results

Our operations and strategies depend on the attraction and retention of qualified personnel with different levels of expertise, and as such, we offer competitive remuneration structures. As discussed in “Executive Compensation—Contingent Share Awards,” we expect that the cost of remuneration for our managers will increase in the next few years compared to the year ended 2020, particularly given the 2021 Contingent Share Awards. Total expenses for the 2021 Contingent Share Awards are expected to be approximately $400-500 million and recognized over the applicable accounting recognition period of seven to eight years. The recognition of these additional expenses as management remuneration will have an adverse effect on our accounting results.

If we fail to manage our growth effectively, our business would be harmed.

We have experienced and expect in the near term to continue to experience rapid growth. For instance, our total revenue increased by 20.4%, reaching US$737.1 million in 2020 from US$612.1 million in 2019. On an FX Neutral basis, our total revenue increased by 59.7%, reaching US$722.1 million in 2020 from US$452.2 million in 2019. See “Presentation of Financial and Other Information—Special Note Regarding Non-IFRS Financial Measures—FX Neutral Measures.” The number of our full-time employees increased by 19%, from 2,452 as of December 31, 2019 to 2,929 as of December 31, 2020. Our growth has placed and will continue to place significant demands on our administrative, operational and financial resources. Our ability to effectively manage our growth will depend on a number of factors, including our ability to:

• expand our sales and marketing, technology, finance and administration teams;

• grow our facilities and infrastructure;

• adapt and scale our information technology systems;

• refine our operational, financial and risk management controls and reporting systems and procedures.

• recruit, integrate, train and retain a growing employee base and maintain our corporate culture;

• maintain and grow our customer base and provide quality customer service; and

• obtain, maintain, protect and develop our strategic assets, including our intellectual property and other proprietary rights.

Executing on these factors will require significant capital expenditures and the allocation of valuable management and employee resources. We may be unable to effectively manage any future growth in an efficient, cost-effective or timely manner, or at all. Any failure to successfully implement systems enhancements and improvements will likely negatively impact our ability to manage our expected growth, ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our business and operations, the quality of our platform would suffer, which would negatively affect our reputation, results of operations and overall business. Furthermore, we encourage employees to quickly develop and launch new features for our products and services; as we grow, we may not be able to execute as quickly as smaller, more efficient organizations.

A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general would have a materially adverse effect on our business, financial condition and results of operations.

If consumers do not continue to use credit or prepaid cards as a payment mechanism for their transactions or if there is a change in the mix of payments between cash, credit, and prepaid cards and other means of payment, including real-time payments, that is adverse to us, it would have a material adverse effect on our business, financial

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condition and results of operations. We believe future growth in the use of credit, and prepaid cards and other means of payment will be driven by the cost, ease-of-use and quality of services offered to consumers and businesses. In order to consistently increase and maintain our profitability, consumers and businesses must continue to use electronic payment methods including credit, debit and prepaid cards and real-time payment methods, such as PIX. Moreover, if there is an adverse development in the payments industry or Brazilian market in general, such as new legislation or regulation that makes it more difficult for our customers to do business or utilize such payment mechanisms, our business, financial condition and results of operations may be adversely affected.

We have historically derived a substantial portion of our revenue from our credit card business, and losses or a significant reduction in our credit card business, or our failure to successfully expand and diversify our revenue sources beyond our credit card business, would adversely affect our business, financial condition and results of operations.

The commercial success of our consumer technology platform has depended and may continue to depend in part on the success of our credit card business. We have historically derived a significant portion of our revenue from (i) the interchange fees we collect when a customer uses a Nu credit card to make a purchase and (ii) the interest rates we receive from the financing or revolving of Nu credit card balance by our customers. In the nine months ended September 30, 2021, interchange fees and interest related to credit cards accounted for 30% and 23% of our revenue, respectively (or 32% and 32% in the nine months ended September 30, 2020). While we expect our revenue concentration to decline in the future as we expand our suite of products and services, our efforts to diversify our revenue sources, such as new products and regional diversification, may not be successful and our reliance on credit card-related revenue may increase. Further, our revenue would be significantly harmed if we were to lose all or a substantial portion of our credit card business, whether due to loss of customers, regulatory or legislative developments or otherwise. In particular, our revenue would be harmed if the interchange fees that we collect or the interest rates that we charge become capped by regulators (or, in markets in which regulatory caps already exist, if such caps were reduced). Please see “—Risks Relating to Regulatory Matters and Litigation—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, which may have an adverse effect on our business and cause us to incur increased compliance costs.”

Further, on July 2, 2021, Brazilian Law No. 14,181, or the “Superindebtedness Law,” created a chapter in the Brazilian Consumer Protection Code dedicated to responsible credit and financial education, with new provisions that require specific information to be provided to the consumer when granting credit or in installment sales, such as the effective monthly interest rate, interest on arrears and late payment charges. This new set of rules may contribute to driving customers and potential customers away from our credit card product, which could adversely impact our business, financial condition and results of operations. For more information, see “—A decline in the use of credit or prepaid cards as a payment mechanism for consumers or adverse developments with respect to the payment processing industry in general would have a materially adverse effect on our business, financial condition and results of operations.”

If we are unable to attract new and retain existing customers, our business, financial condition and results of operations will be adversely affected.

We believe that our customer base is the cornerstone of our business. The growth of our business depends on existing customers expanding their use of our products and services and on our ability to attract new customers, including customers who may be reluctant to seek alternatives to incumbent financial institutions, by offering new products and services. If we are unable to attract new customers to our platform or encourage customers to broaden their use of our products and services, our growth may slow or stop, and our business may be materially and adversely affected.

Our ability to maintain and expand our customer base depends on a number of factors, including our ability to provide relevant and timely products and services to meet their changing needs at a reasonable cost. We have invested and will continue to invest in improving our platform and our suite of products and services. For example, we recently acquired NuInvest, our broker-dealer subsidiary, and have announced plans to expand our insurance broker activities. However, if new or improved features, products and services fail to meet shifting customer demands and fail to attract

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new customers or encourage existing customers to expand their engagement with our products and services, our growth may slow or decline. Further, these and other new products and services must achieve high levels of market acceptance before we are able to recoup our up-front investment costs, which may never occur if such products and services fail to attract new and retain existing customers.

Our existing and new products and services, including our payments, investments, insurance and credit solutions, could fail to attract new and retain existing customers for many reasons, including:

• we may fail to predict market demand accurately and provide products and services that meet this demand in a timely fashion;

• customers may not like, find useful or agree with any changes we make to our products or services;

• the reliability, performance or functionality of our products and services could be compromised or the quality of our products and services could decline;

• we may fail to provide sufficient customer support;

• customers may dislike our pricing, in particular in comparison to the pricing of competing products and services;

• competing products and services may be introduced or anticipated to be introduced by our competitors; and

• there may be negative publicity about our products and services or our platform’s performance or effectiveness, including negative publicity on social media platforms.

Further, our customers have no obligation to continue to use our products and services, and we can make no assurances that our customers will continue to do so. We generally do not have long-term contracts with our customers; customer deposits and investments may be withdrawn without notice, and the consumer credit solutions we offer may be prepaid and canceled at any time. Further, recent changes in regulations have increasingly enabled customers to more easily switch to our competitors.

Any one or a combination of these factors could lead to customer attrition, and in particular at rates that are higher than we expect, which would adversely affect our business, financial condition and results of operations.

If we cannot keep pace with rapid technological developments to provide new and innovative products and services, the use of our products and services and, consequently, our revenue could decline or our revenue growth rate could slow.

Rapid, significant and disruptive technological changes have impacted or may in the future impact the industries in which we operate, including changes in:

• artificial intelligence and machine learning (e.g., in relation to fraud and risk assessment);

• payment technologies (e.g., real-time payments, payment card tokenization, virtual and crypto currencies, including distributed ledger and blockchain technologies, and proximity payment technology, such as near-field communication and other contactless payments);

• mobile and internet technologies (e.g., mobile phone app technology);

• commerce technologies, including for use in-store, online and via mobile, virtual, augmented or social-media channels; and

• digital banking features (e.g., balance and fraud monitoring and notifications).

In order to remain competitive and maintain and enhance customer experience and the quality of our products and services, we must continuously invest in the development of new products and features to keep pace with technological developments. We currently rely, and expect to continue to rely, in part, on certain third parties for the development of, and access to, new technologies. However, there can be no assurance that our development efforts, including through such third-party providers, will be successful, as we or such third parties may experience cost overruns, delays in delivery, performance failure or lack of customer adoption, among other potential issues. Further, there can be no assurance that our financial resources will be sufficient to maintain the levels of investment required to support such development efforts, which may require substantial capital commitment. Any failure in our development efforts, including any failure to adopt emerging technologies or to accurately predict and address market demand, and any delay in delivery of new products or services integrating emerging technologies, could render our

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services less desirable, or even obsolete, to our customers. Furthermore, our competitors may have the ability to devote more financial and operational resources than we can to the development of new technologies and services and, if successful, their development efforts could render our services less desirable to customers, resulting in the loss of customers or a reduction in the fees we can generate. If our development efforts prove unsuccessful, or if we are unable to develop, adapt to or access technological changes on a timely and cost-effective basis, our business, financial condition and results of operations could be materially adversely affected.

We are dependent on third-party service providers in our operations, any failure of a third-party service provider could disrupt our operations.

We utilize numerous third-party service providers in our operations, including payments, credit card transaction processing, back office and business process support, information technology production and support, Internet connections, network access and cloud computing. For example, our credit and debit (pre-paid) card transaction authorization is provided by Mastercard, our infrastructure services and connection to the National Brazilian Financial System Network, or “RSFN,” depends on the infrastructure of Rede de Telecomunicações para o Mercado Ltda., or “RTM,” a datacenter and link provider, our cloud data processing and storage services and, separately, our datacenter infrastructure services are both provided by third-party service providers, among other third-party service providers on which we rely for the continuity of our business. A failure by a third-party service provider could expose us to an inability to provide contractual services to our customers in a timely manner. Additionally, if a third-party service provider is unable to provide these services, we may incur significant costs to either internalize some of these services or find a suitable alternative. Significantly, certain third-party service providers, including Mastercard, are the sole source or one of a limited number of sources of the services they provide for us. It would be difficult and disruptive for us to replace some of our third-party vendors in a timely manner if they were unwilling or unable to provide us with these services in the future (as a result of their financial or business conditions or otherwise), and our business and operations likely would be materially adversely affected. Further, any failure in the performance of our due diligence processes and controls related to the supervision and oversight of these third parties in detecting and addressing conflicts of interest, fraudulent activity, data breaches and cyber-attacks, noncompliance with relevant securities and other laws could cause us to suffer financial loss, regulatory sanctions or damage to our reputation.

Inadequacy or disruption of our disaster recovery plans and procedures in the event of a catastrophe would adversely affect our operations.

We have made a significant investment in our infrastructure, and our operations are dependent on our ability to protect the continuity of our infrastructure against damage from catastrophe or natural disaster, breach of security, cyber-attack, loss of power, telecommunications failure or other natural or man-made events. A catastrophic event could have a direct negative impact on us by adversely affecting our customers, partners, third-party service providers, employees or facilities, or an indirect impact on us by adversely affecting the financial markets or the overall economy. If our business continuity and disaster recovery plans and procedures were disrupted, inadequate or unsuccessful in the event of a catastrophe, we could experience a material adverse interruption of our operations.

We serve our customers using third-party data centers and cloud services. While we have electronic access to the infrastructure and components of our platform that are hosted by third parties, we do not control the operation of these facilities. Consequently, we may be subject to service disruptions as well as failures to provide adequate support for reasons that are outside of our direct control. These data centers and cloud services are vulnerable to damage or interruption from a variety of sources, including earthquakes, floods, fires, power loss, system failures, cyber-attacks, physical or electronic break-ins, human error or interference (including by employees, former employees or contractors), and other catastrophic events. Our data centers may also be subject to local administrative actions, changes to legal or permitting requirements and litigation to stop, limit or delay operations. Despite precautions taken at these facilities, such as disaster recovery and business continuity arrangements, the occurrence of a natural disaster or an act of terrorism, a decision to close the facilities without adequate notice or other unanticipated problems at these facilities could result in interruptions or delays in our services, impede our ability to scale our operations or have other adverse impacts upon our business. See “—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.”

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Our disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud.

Disclosure controls and procedures, including internal controls over financial reporting, are designed to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under the U.S. Securities Exchange Act of 1934, as amended, or the “Exchange Act,” and the applicable rules and regulations of the CVM is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the SEC’s and the CVM’s respective rules and forms.

These disclosure controls and procedures have inherent limitations, which include the possibility that judgments in decision-making can be faulty and result in errors or mistakes. Additionally, controls can be circumvented by any unauthorized override of the controls. Consequently, our business is exposed to risk from potential noncompliance with policies, employee misconduct, negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In particular, it is not always possible to deter employee misconduct, and the precautions we take to prevent and detect this activity may not always be effective. Accordingly, because of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

We have identified material weaknesses in our internal control over financial reporting for the year ended December 31, 2020 and, if we fail to remediate such deficiencies (or identify and remediate other material weaknesses) and maintain effective internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

Our management initiated a structured review of our internal control over financial reporting and procedures more than one year prior to the date of this prospectus, identifying risks, gaps and weaknesses and implementing procedures to remediate them, and is in the process of implementing industry-specific best practices for our financial, operational and technological processes. Our management has not completed an assessment of the effectiveness of our internal control over financial reporting under the Sarbanes-Oxley Act of 2002 and our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, as part of our management’s review noted above and in connection with the audit of our consolidated financial statements for the year ended December 31, 2020, we identified certain material weaknesses in our internal control over financial reporting related to (i) IT systems change management processes, (ii) IT user identity and access management processes and (iii) financial reporting closing processes. A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the annual or interim consolidated financial statements will not be prevented or detected on a timely basis.

We have adopted remediation measures with respect to the material weaknesses identified above, which measures we expect to be implemented within the next twelve months, including hiring experienced key personnel in our financial reporting function, implementing new processes and procedures over the financial reporting process and information technology controls, improving our internal controls to provide additional levels of review, enhancing our documentation practices, implementing new software solutions and increasing our personnel training. We believe these measures, once implemented, should adequately remediate the material weaknesses identified above, though as of the date of this prospectus we have not been able to complete implementation nor testing of the effectiveness of the remediation measures.

We cannot guarantee that the measures we have taken to date and actions we may take in the future will be sufficient to remediate the control deficiencies that led to our material weaknesses in our internal control over financial reporting or that they will prevent or avoid potential future material weaknesses. Any failure to maintain effective internal control over financial reporting could severely inhibit our ability to accurately report our consolidated financial condition or results of operations, which could cause investors to lose confidence in our financial statements, and the trading price of our Class A ordinary shares and BDRs to decline. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Material Weakness in Internal Controls and Remediation.”

Under Section 404 of the Sarbanes-Oxley Act of 2002, our management is not required to assess or report on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F for the year ending December 31, 2021. We are only required to provide such a report for the year ending December 31, 2022. At that time, our management may conclude that our internal control over financial reporting is not effective. Until we cease to

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be an “emerging growth company” as such term is defined in the JOBS Act, which may not be until after five full fiscal years following the date of this offering, our independent registered public accounting firm is not required to attest to and report on the effectiveness of our internal control over financial reporting. Once we cease to be an “emerging growth company,” even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting its own independent testing, may disagree with our assessment and may issue a report that contains an adverse opinion if, in their evaluation, there are deficiencies that, individually or in combination, result in one or more material weaknesses. Further, in terms of regulations and legislation in Brazil, all Brazilian financial and payment institutions, which includes some of our Brazilian subsidiaries, must maintain internal guidelines and procedures to control their respective financial, operational and information systems, and must comply with all applicable legislation. CMN Resolution No. 4,595 of August 28, 2017 provides that Brazilian financial institutions must implement and maintain a compliance policy compatible with its nature, size, complexity, structure, risk profile and business model. Central Bank of Brazil Resolution No. 65 of January 26, 2021, provides similar rules for Brazilian payment institutions. In accordance with CMN Resolution No. 2,554 of September 24, 1998, the executive directors of Brazilian financial and payment institutions are responsible for implementing efficient internal control structures that set out control responsibilities and procedures and establish objectives and procedures applicable to all levels of the institution, among other requirements. The executive directors are also responsible for ensuring compliance with all internal procedures. In addition, after we become a public company, our reporting obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation testing and any required remediation.

During the course of documenting and testing our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. If we fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our consolidated financial statements, fail to meet our reporting obligations or fail to prevent fraud, which would likely cause investors to lose confidence in our reported financial information. This would, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline in the trading price of our Class A ordinary shares and BDRs. Additionally, ineffective internal control over financial reporting would expose us to increased risk of fraud, misuse of corporate assets and shareholder litigation, and could subject us to potential delisting from the NYSE, regulatory investigations and civil or criminal sanctions.

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

We have incurred losses since our inception. We 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 will need to generate and sustain increased revenue levels and decrease proportionate expenses in future periods to achieve profitability. We anticipate that we will continue to incur losses in the near term as a result of our expected significant investments in our business, including with respect to our employee base; sales and marketing; development of new products, services and features; acquisitions; expansion of infrastructure; expansion of international operations; and general administration, including legal, finance and other compliance expenses related to being a public company. In addition, we intend to expand our customer base, and continue to invest in developing products and services that we believe will improve the experiences of our customers and therefore improve our long-term results of operations. However, customer acquisition could cause us to incur losses in the short term because costs associated with new customers are generally incurred up front, while revenue is uncertain and mostly recognized thereafter as customers make interest payments and utilize our services. Likewise, improvements in products and services have and will continue to cause us to incur significant up-front costs and may not result in the long-term benefits that we expect, which could materially and adversely affect our business. If any of these costs materially rise in the future, our expenses may rise significantly. If we are unable to generate adequate revenue growth and manage our expenses, we may continue to incur losses and may not attain profitability.

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Our results of operations and operating metrics may fluctuate, which may cause the market price of our Class A ordinary shares and BDRs to decline.

Our results of operations may vary significantly and are not necessarily an indication of future performance. These fluctuations may be a result of a variety of factors, some of which are beyond our control. In particular, our results of operations and operating metrics are subject to volatility based on consumer spending levels. The electronic payments industry in general depends heavily on the overall level of consumer spending, which may be adversely affected by general or localized economic conditions that impact consumer confidence, consumer spending, consumer discretionary income or changes in consumer purchasing habits. A sustained deterioration in general economic conditions in the markets in which we operate, including a rise in unemployment rates (particularly in Latin America) or increases in interest rates, may cause a reduction in overall consumer spending, thereby causing a decline in the number of transactions made by our cardholders or in the average amount spent per transaction, which would adversely impact our results of operations. In addition, our business is affected by customer behavior throughout the year and experiences seasonal fluctuations. We are aware, based on historical information, that months in which certain holidays fall, such as Black Friday and Christmas, generate higher levels of consumption and thus positively benefit our total transaction volume and related revenue. Relatedly, February is a month with lower revenue given fewer calendar days and thus a lower monthly volume of transactions.

In addition to consumer spending levels and seasonality, our results of operations may fluctuate as a result of changes in our ability to attract and retain new customers, increased competition in the markets in which we operate, our ability to expand our operations in new and existing markets, our ability to maintain an adequate growth rate and effectively manage that growth, our ability to keep pace with technological changes in the industries in which we operate, changes in governmental or other regulations affecting our business, harm to our brand or reputation, and other risks described elsewhere in this prospectus.

Further, from time to time, we have made and may make decisions that will have a negative effect on our short-term operating results if we believe those decisions will improve our operating results over the long term. These decisions may not produce the long-term benefits that we expect, or they may be inconsistent with the expectations of investors and research analysts, either of which could cause the price of our Class A ordinary shares and BDRs to decline.

Real or perceived inaccuracies in our key operating metrics may harm our reputation, results of operations and financial condition.

We track certain key operating metrics such as number of customers, monthly active customers, activity rate, purchase volume, deposits, interest earning portfolio, Monthly ARPAC, monthly average cost to serve per customer and our net promoter score, among other metrics, which are not independently verified by any third party. While the metrics presented in this prospectus are based on what we believe to be reasonable assumptions and estimates, our internal systems and tools have a number of limitations, and our methodologies for tracking these metrics may change over time. In addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may affect our understanding of certain details of our business, which could affect our long-term strategies. If the internal systems and tools we use to track these metrics understate or overstate performance or contain algorithmic or other technical errors, the key operating metrics we report may not be accurate. If investors do not perceive our operating metrics to be accurate, or if we discover material inaccuracies with respect to these figures, our reputation may be significantly harmed, and our results of operations and financial condition could be adversely affected.

We have a limited operating history with financial results that may not be indicative of future performance, and our revenue growth rate is likely to slow as our business matures.

We were founded in 2013 and began operations in Brazil in 2014, in Mexico in 2019 and in Colombia in 2020. As a result of our limited operating history, our ability to accurately forecast our future results of operations is limited and subject to a number of uncertainties. Our historical revenue growth and other historical results should not be considered indicative of our future performance. In particular, over the long-term, we expect that our revenue growth will slow as our business matures. It is also possible that our revenue growth does not reach the levels we expect, or declines for any number of reasons, including slowing demand for our products, increasing competition, changes to technology, a decrease in the growth of our overall market, increased regulation or our failure, for any reason, to take

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advantage of growth opportunities. If our assumptions regarding our future revenue growth and other operating and financial results are incorrect or change, our operating and financial results could differ materially from our expectations.

Our insurance policies may not be sufficient to cover all claims.

Our insurance policies may not adequately cover all risks to which we are exposed. A significant claim not covered by our insurance, in full or in part, may result in significant expenditures by us. Moreover, we may not be able to maintain insurance policies in the future at reasonable costs or on acceptable terms, which may adversely affect our business and the trading price of our Class A ordinary shares and BDRs.

Fraud could have a material adverse effect on our business, financial condition and results of operations.

We offer products and services to a large number of customers, and we are responsible for vetting and monitoring these customers and determining whether the transactions we process for them are legitimate. When our products and services are used to process illegitimate transactions and we settle those funds, we are unable to recover them, suffer losses and incur liabilities. These types of illegitimate transactions can also expose us to governmental and regulatory sanctions. The highly automated nature of, and liquidity offered by, our payments services make us a target for illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and terrorist financing. Identity thieves and those committing fraud using stolen or fabricated credit card or account numbers, or other deceptive or malicious practices, potentially can steal significant amounts of money from businesses like ours. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk and prevent fraud would increase our liability, and could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to integrate our products with a variety of operating systems, software applications, platforms and hardware that are developed by others, our solutions may not operate effectively, our products may become less marketable, less competitive or obsolete and our business, financial condition and results of operations may be harmed.

Our products must integrate with a variety of network, hardware and software platforms, and we need to continuously modify and enhance our products to adapt to changes in hardware, software, networking, browser and database technologies. In particular, we have developed our technology platform to easily integrate with third-party applications through the interaction of application programming interfaces, or “APIs.” In general, we rely on the fact that the providers of such software systems continue to allow us access to their APIs to enable these integrations. To date, we generally have not relied on long-term written contracts to govern our relationship with these providers. Instead, we are subject to the standard terms and conditions for application developers of such providers, which govern the distribution, operation and fees of such software systems, and which are subject to change by such providers from time to time. Our business could be harmed if any provider of such software or other technologies or systems:

• discontinues or limits our access to its APIs;

• modifies its terms of service or other policies, including fees charged to or other restrictions on us or other application developers;

• changes how customer information is accessed by us, our partners or our customers;

• establishes more favorable relationships with one or more of our competitors; or

• develops or otherwise favors its own competitive offerings over ours.

Although we actively monitor our partners and multi-source venders, we cannot prevent our providers of software or other technologies from changing the features of their APIs, discontinuing their support of such APIs, restricting our access to their APIs or altering the terms governing their use in a manner that is adverse to our business. If our partners or multi-source vendors were to take such actions, our capabilities that depend on such APIs would be impaired until we are able to find a replacement partner or develop an in-house solution, which could significantly diminish the value of our platform and harm our business, operating results and financial condition. In addition, third-

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party services and products are constantly evolving, and we may not be able to modify our platform to maintain its compatibility with such services and products as they continue to develop, or we may not be able to make such modifications in a timely and cost-effective manner, any of which could harm our business, operating results and financial condition.

If we are unable to operate effectively on mobile platforms, our business, financial condition and results of operations could be materially adversely affected.

Our future growth and success are dependent in part on our ability to provide a functional, reliable and user-friendly mobile platform to our customers. In particular, as we expand geographically, we will need to provide solutions for customers living in areas with low Internet connectivity, reduced bandwidth and latency issues. Our success will also depend on the interoperability of our offerings with a range of third-party technologies, systems, networks, operating systems and standards, including iOS and Android, and the availability of our mobile apps in app stores and in “super-app” environments.

The success of our mobile app could be harmed by factors outside our control, such as:

• actions taken by mobile app distributors;

• unfavorable treatment received by our mobile apps, especially as compared to competing apps, such as the placement of our mobile apps in a mobile app download store;

• increased costs in the distribution and use our mobile app;

• changes, bugs or technical issues in mobile operating systems, such as iOS and Android, device manufacturers or mobile carriers that degrade the functionality of our mobile website or mobile apps or give preferential treatment to competitive offerings;

• changes to the terms of service or policies of mobile operating systems, device manufacturers or mobile carriers that reduce or eliminate our ability to distribute applications, limit our ability to target or measure the effectiveness of our applications or impose fees or other changes related to our delivery of our applications; and

• government action limiting the accessibility of our mobile app.

Further, we are subject to the standard policies and terms of service of third-party operating systems, as well as policies and terms of service of the various application stores that make our application and experiences available to our customers. These policies and terms of service govern the availability, promotion, distribution, content and operation generally of applications and experiences on such operating systems and stores. Each provider of these operating systems and stores has broad discretion to change and interpret its terms of service and policies with respect to our platform and any such changes, which may be driven by many factors, including increased competition, may be unfavorable to us and our customers’ use of our platform. If we were to violate, or an operating system provider or application store believes that we have violated, its terms of service or policies, that operating system provider or application store could limit or discontinue our access to its operating system or store. In some cases, these terms of service or policies may not be clear or our interpretation of the requirements may not align with the interpretation of the operating system provider or application store, which could lead to inconsistent enforcement of these terms of service or policies against us. Any limitation or discontinuation of our access to any third-party platform or application store could adversely affect our business, financial condition or results of operations.

Additionally, in order to deliver a high-quality mobile experience for our customers, it is important that our products and services work well with a range of mobile technologies, products, systems, networks, hardware and standards that we do not control, and that we have good relationships with mobile operating system partners, device manufacturers and mobile carriers. We may not be successful in maintaining or developing relationships with key participants in the mobile ecosystem or in developing products that operate effectively with these technologies, products, systems, networks or standards. In the event that it is more difficult for our customers to access and use our mobile platform, or if our customers choose not to access or use our mobile platform on their mobile devices or use mobile products that do not offer access to our mobile platform, our customer growth and engagement could be harmed. The risks associated with our dependency on our mobile application may be exacerbated by the frequency with which customers change or upgrade their devices. In the event customers choose devices that do not already include or support our platform or do not install our mobile apps when they change or upgrade their devices, our customer engagement may be further harmed.

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Any acquisition, partnership or joint venture that we make or enter into could disrupt our business and harm our financial condition and results of operations.

As part of our growth strategy, we intend to continue to evaluate opportunities to acquire, or form partnerships or joint ventures with, businesses, technologies, services and products as such opportunities arise. In June 2021, for example, we acquired the Easynvest Companies, and in 2020 we acquired Cognitect, and we may enter into other strategic transactions or arrangements in the future. We may not, however, be able to identify appropriate acquisition, partnership or joint venture targets in the future, and our efforts to identify such targets may result in a loss of time and financial resources. In addition, we may not be able to successfully negotiate or finance such future acquisitions, partnerships or joint ventures successfully or on favorable terms, or to effectively integrate acquisitions into our current business, and we may lose customers or personnel as a result of any such strategic transaction (in particular the customers and personnel of an acquired business). The process of integrating an acquired business, technology, service or product into our business may divert management’s attention from our core business, and may result in unforeseen operating difficulties and expenditures and generate unforeseen pressures and strains on our organizational culture. Moreover, we may be unable to realize the expected benefits, synergies or developments that we initially anticipate from such a strategic transaction.

Financing an acquisition or other strategic transaction could result in dilution to existing shareholders from issuing equity securities or convertible debt securities, or a weaker balance sheet from using cash or incurring debt, and equity or debt financing may not be available to us on favorable terms, if at all. In addition, in connection with an acquisition, it is possible that the goodwill that has been attributed, or may be attributed, to the target may have to be written down if the valuation assumptions are required to be reassessed as a result of any deterioration in the underlying profitability, asset quality and other relevant matters. There can be no assurance that we will not have to write down the value attributed to goodwill in the future, which would adversely affect our results of operations and net assets.

Furthermore, we may be unable to complete a proposed transaction if we are unable to obtain required regulatory approvals, which may include approval by the Central Bank of Brazil or Brazil’s Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica, or “CADE”), or other applicable regulatory authorities in the various jurisdictions in which we or a potential acquisition target operate. Even if we are able to obtain regulatory approval, such approval could be subject to certain conditions, which could prevent us from competing for certain customers or in certain lines of business. In addition, we may face contingent liabilities in connection with our acquisitions and joint ventures, including, among others, (1) judicial or administrative proceeding or contingencies relating to the company, asset or business acquired, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings or contingencies; and (2) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory or compliance matters, all of which we may not have identified as part of our due diligence process and that may not be sufficiently indemnifiable under the relevant acquisition or joint venture agreement. We cannot guarantee that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

Substantial and increasingly intense competition within our industry may harm our business, financial condition, results of operations, and prospects.

The Latin American market for financial services, and in particular the Brazilian, Mexican and Colombian financial services markets, have become increasingly competitive in recent years. We face significant competition from traditional Brazilian, other Latin American and international banks and other neobanks, payment services providers, investment advisors and brokers, in addition to other new financial technology companies, startups and non-financial companies operating in certain segments of the financial services industry in which we operate. We expect competition to intensify in the future, both as emerging technologies continue to enter the marketplace and as large financial incumbents increasingly seek to innovate the services that they offer that compete with our platform.

Specifically, we face competition in the consumer credit, investment, payments and insurance segments. Our main competitors in the Brazilian consumer credit space include Itaú Unibanco S.A., Banco Bradesco S.A., Banco Santander S.A., Banco Caixa Econômica Federal S.A. and Banco do Brasil S.A. In the Brazilian investment segment, in addition to certain of our competitors in the consumer credit space, our main competitors include Banco BTG Pactual S.A., Banco Inter S.A. and XP Inc. In the Brazilian payments space, in addition to certain of our competitors in

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the consumer credit and investment spaces, we face competition from MercadoPago.com Representações Ltda., PicPay Serviços S.A., PagSeguro Digital Ltd. and StoneCo Ltd., among others. In addition to existing competition, new competitors may enter the market or existing competitors may offer new or expand existing products or services.

Many of our competitors, in particular traditional banks or competitors that are affiliated with traditional banks, have substantially greater financial, operational and marketing resources than we do. Accordingly, these competitors may be able to offer more extensive or enhanced products and services to customers, or offer such products and services at more attractive rates (including more attractive rates on deposits and rates on loans) or on better terms. As a result, we may be forced to increase our deposit rates, or lower the rates we charge for loans or the fees we charge for other services, or devote significant financial resources to our marketing efforts or developing customized products and services that customers demand, in order to maintain and expand our market share. If this were to occur, we would need to enhance cost control to maintain our margins, and if we are unable to control our costs, our margins and results of operations may be adversely affected. In particular, we have relied primarily on low-touch organic methods of customer acquisition, including an unpaid direct referral method. However, this method of customer acquisition may not be as productive as we would like going forward and could put us at a competitive disadvantage compared to competitors with high-touch customer acquisition models or greater marketing resources. If we are unable to acquire customers through our low-touch organic methods, we may have to increase our marketing investments, or could be unable to grow our revenue and our operating results could be adversely affected.

In addition, certain of our competitors in certain product areas and markets may not be subject to the same regulatory requirements that we are. For example, due to the volume of our payment transactions, we were required to obtain authorization from the Central Bank of Brazil to conduct our business as an issuer of post-paid payment instruments (emissor de instrumento de pagamento pós-pago) and an issuer of electronic currency (emissor de moeda eletrônica), while certain other payment or financial institutions, including certain competitors, can operate without such authorization so long as their payment volume remains below certain thresholds. Further, as a regulated payment institution, our subsidiary Nu Pagamentos is required to comply with a set of regulations that is not applicable to non-regulated payment institutions, including minimum equity capital, minimum net equity, compulsory segregation of customers’ funds maintained in payment accounts, internal controls and cybersecurity requirements, among others. In addition, our subsidiary Nu Financeira, a Brazilian financial institution, has undertaken a commitment before the Central Bank of Brazil to operate with a Basel minimum capital adequacy ratio of 14.0% until 2022, which is a higher capital ratio than those applicable to most other financial institutions operating in Brazil. See “Regulatory Overview” for more information about capital adequacy and other regulatory requirements applicable to us and our operating subsidiaries. As a result, our competitors who are not subject to similar regulatory requirements may be able to offer products and services at lower costs, which could put pressure on the pricing and terms that we offer and, as a result, our profit margins.

Further, competition in the financial services industry in Brazil and certain other Latin American markets (including Mexico and Colombia) has increased, both as a result of recent consolidations among financial institutions in such markets, adversely affecting the ability of new market entrants to access material amounts of equity capital, and as a consequence of changes in regulations that (i) increased the ability of customers to switch between financial institutions, (ii) enabled financial institutions to access the financial and personal information of customers, and (iii) established rules for an instant payment arrangement. For example, on May 4, 2020, the CMN and the Central Bank of Brazil implemented the Open Financial System, or “open banking,” in Brazil to facilitate the new market entrants’ access to the financial markets as well as to encourage competition between financial institutions. In particular, the implementing regulations make available to various participants in the Brazilian financial system data relating to customers (where consented to) and services of financial institutions. If we participate in open banking, we will be required to share standardized data related to our customers, service channels, products and services, which would make it easier for other market participants to compete with us. Mexico and Colombia are likewise in the process of implementing an open banking system. Further implementation of open banking may intensify competition in the industry, as the sharing of information between institutions may make it easier for competitors to offer better credit terms and conditions, enabling customers to move such financial obligations from our platform to other competing platforms, which would adversely affect our interest income and therefore our results of operations.

In addition, on November 16, 2020, the Central Bank of Brazil launched the instant payment system, or “PIX,” and the Instant Payment System, or “SPI,” which enable electronic fund transfers in real time around the clock. This ecosystem promotes innovation of the existing payment infrastructure. Although the regulations relating the PIX and SPI ecosystems are subject to further developments from time to time, such initiatives may promote greater competition in the industry, and could cause customers to transition away from the solutions we offer, towards PIX or

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SPI solutions. In particular, PIX is expected to make processing payments faster and less expensive, fostering additional competition and allowing new entrants to join the market, while also serving as a significant source of data that will contribute to the ongoing transformation of the financial industry in Brazil. Such developments could therefore materially and adversely affect our business and results of operations.

If we are unable to successfully compete, the demand for our platform, products and services could stagnate or substantially decline, and we could fail to retain or grow the number of customers using our platform, which would materially and adversely affect our business, results of operations, financial condition and prospects.

Our hedging strategy may not be able to prevent losses.

We use a range of strategies and instruments, including entering into derivative and other transactions, to hedge our exposure to market, credit and operational risks. Nevertheless, we may not be able to hedge all risks to which we are exposed, whether partially or in full, and the hedging strategies and instruments on which we rely may not achieve their intended purpose. Any failure in our hedging strategy or in the hedging instruments on which we rely could result in losses to us and have a material adverse effect on our business, financial condition and results of operations. In addition, our decision to not hedge our foreign exchange exposure originated by our investments in Brazil, Colombia and Mexico could negatively harm our financial condition and results of operations.

Financial instruments, including derivative instruments, securities and cash and cash equivalents that are substantially composed of securities, represented 60.9% and 66.9% of our total assets as of September 30, 2021 and December 31, 2020, respectively. Any realized or unrealized future gains or losses from our investments or hedging strategies could have a significant impact on our income. These gains and losses, which we account for when we sell or assess the fair value of investments in financial instruments, can vary considerably from one period to another. If, for example, we enter into derivatives transactions to protect ourselves against decreases in interest rates and interest rates instead increase, we may incur financial losses. We cannot forecast the amount of gains or losses in any future period, and the variations experienced from one period to another do not necessarily provide a meaningful forward-looking reference point. Gains or losses in our investment portfolio may create volatility in revenue levels, and we may not earn a return on our consolidated investment portfolio, or on a part of the portfolio in the future, and any losses on our securities and derivative financial instruments could materially and adversely affect our income and financial condition. In addition, any decrease in the value of our investment and derivatives portfolios may result in a decrease in our capital ratios, which could impair our ability to engage in lending activity at the levels we currently anticipate.

Such derivative transactions also subject us to market, credit and operational risks, including basis risk (the risk of loss associated with variations in the spread between the asset yield and the funding or hedge cost) and credit or default risk (the risk of insolvency or other inability of the counterparty to a particular transaction to perform its obligations thereunder). Further, the execution and performance of these transactions depend on our ability to maintain adequate control and administration systems. Our ability to adequately monitor, analyze and report derivative transactions continues to depend, largely, on our information technology systems. These factors further increase the risks associated with these transactions.

Liquidity and funding risks are inherent in our business. Because our principal sources of funds are short-term deposits, a sudden shortage of funds would heighten our liquidity risk and increase our costs of funding.

Liquidity risk is the risk that we either do not have available sufficient financial resources to meet our obligations as they become due or can secure them only at excessive cost. This risk is inherent in our business and can be heightened by a number of factors, including over-reliance on a particular source of funding, changes in credit ratings or market-wide phenomena such as market dislocation. Constraints in the supply of liquidity, including in interbank lending, can materially and adversely affect the cost of funding our business, and extreme liquidity constraints may affect our current operations, our growth potential and our ability to fulfill regulatory liquidity requirements.

We currently rely primarily on retail deposits as our main source of funding. As of September 30, 2021, we had US$8.1 billion of retail deposits, 93.8% of which were payable on demand, while we had US$8.6 billion of cash and cash equivalents and securities, composed substantially of liquid government bonds. The ongoing availability of funding through retail deposits is sensitive to a variety of factors beyond our control, including general economic conditions, the confidence of retail depositors in the economy, in the financial services industry and in us, the

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availability and extent of deposit guarantees and competition for deposits between banks or with other products. Any of these factors could significantly increase the amount of retail deposit withdrawals that we experience in a short period of time, thereby reducing our ability to access retail deposit funding on economically appropriate and reasonable terms, or at all, in the future. This would have a material adverse effect on our results of operations, financial condition and prospects.

Increases in our costs of funding would also increase our liquidity risk. Our cost of obtaining funds is directly related to prevailing interest rates and to our credit spreads, with increases in these factors increasing our cost of funding. Credit spread variations are market driven and may be influenced by market perceptions of our creditworthiness. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile. Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us, or at all. In the event of a sudden or unexpected shortage of funds in the banking system, we cannot guarantee that we will be able to maintain levels of funding without incurring high funding costs, a reduction in the term of funding instruments or the liquidation of certain assets, which would materially adversely affect our business. Further, if the supply of retail deposits decreases or ceases to become available, we may be forced to raise the rates we pay on deposits, with a view to attracting more customers, and if retail deposits become excessively expensive, we may be forced to sell assets, potentially at depressed prices. The persistence or worsening of these adverse market conditions or an increase in base interest rates could have a material adverse effect on our ability to access liquidity and could increase our cost of funding, which would adversely affect our results of operations and financial condition.

Our ability to manage our funding base may also be affected by changes in regulation, including the compulsory reserve requirements applicable to our operating subsidiaries in Brazil. For more information on Brazil’s compulsory reserve requirements, see “—Risks Relating to Regulatory Matters and Litigation—Increases in reserve, compulsory deposit, minimum capital and contributions to deposit insurance requirements may have a material adverse effect on us.”

Changes in market and economic conditions could adversely affect our loan portfolio and decrease the demand for our products and services.

The financial markets, and in turn the financial services industry, are affected by many factors, such as U.S. and foreign economic conditions and general trends in business and finance that are beyond our control, which could be adversely affected by changes in the equity or debt marketplaces, unanticipated changes in currency exchange rates, interest rates, inflation rates, the yield curve, financial crises, war, terrorism, natural disasters and other factors that are difficult to predict. A severe or prolonged downturn or periods of market turmoil in the U.S., Brazilian, Mexican, Colombian or international financial markets (or in other foreign markets in the jurisdictions in which we currently or may in the future operate) could materially and adversely affect the liquidity, credit ratings, businesses and financial conditions of our borrowers, which could in turn increase our non-performing loan ratios, impair our loan and other financial assets and result in decreased demand for borrowings in general. Specifically, we have credit exposure to borrowers which have entered or may shortly enter into insolvency or similar proceedings. We may experience material losses from this exposure. In addition, investments may lose value and our investment customers may choose to withdraw assets or transfer them to investments that they perceive to be more secure, which would adversely affect our income and liquidity positions. For more information on the effect of economic conditions on consumer behavior and demand for our products and services, see “—Our results of operations and operating metrics may fluctuate, and we have generated and may continue to generate losses, which may cause the market price of our Class A ordinary shares and BDRs to decline.” Any downturn in financial markets could have a material adverse effect on our results of operations, financial condition or business.

We may not be able to generate sufficient cash to service our indebtedness and may be forced to take other actions to satisfy our obligations under the terms of our indebtedness, which may not be successful.

As of September 30, 2021, we had total indebtedness of US$182.5 million (comprising US$12.5 million in instruments eligible as capital, US$134.4 million in borrowings and financing, US$26.8 million in securitized borrowing and US$8.8 million in lease liabilities). Our ability to make scheduled payments on or to refinance our indebtedness depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and certain financial, business and other factors beyond our control. We may not be able to

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maintain a level of cash flow from operating activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay acquisitions and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. Our ability to restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations.

The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. Our existing credit facilities contain restrictive covenants, including customary limitations on the incurrence of certain indebtedness and liens. Our ability to comply with these covenants may be affected by events beyond our control, and breaches of these covenants could result in a default under our credit facilities and any future financing agreements into which we may enter, which in turn could cause our outstanding indebtedness under our credit facilities and any future financing agreements that we may enter into under these terms to become immediately due and payable.

In addition, any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we would face substantial liquidity problems and might be required to dispose of material assets or operations to meet our debt service and other obligations. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for more information. Any of these circumstances could adversely affect our results of operations, financial condition or business.

Our holding company structure makes us dependent on the operations of our subsidiaries.

As a holding company, our corporate purpose is to invest, as a partner or shareholder, in other companies, consortia or joint ventures in Brazil, Mexico and Colombia, where most of our operations are located, and outside of these jurisdictions. Accordingly, our material assets are our direct and indirect equity interests in our subsidiaries, and we are therefore dependent upon the results of operations of and, in turn, the payments, dividends and distributions from, our subsidiaries for funds to pay our operating and other expenses and to pay future cash dividends or distributions, if any, to holders of our Class A ordinary shares or BDRs. We may be required to pay taxes on distributions made by our operating subsidiaries to us under the local laws applicable to such subsidiaries. For example, the Brazilian house of representatives recently approved proposed legislation (Projeto de Lei 2,337/21) that anticipates repealing the existing income tax exemption on the distribution of dividends and imposing an assessment of income taxes on the distribution of dividends, and that applicable taxes on the payment of interest on shareholders’ equity may be increased in the future. The proposed legislation has not yet been approved by the Brazilian senate and remains subject to amendment. Any imposition of or increases in the taxation on the distribution of dividends (or similar payments or distributions, such as interest on shareholders’ equity) may adversely affect us.

In addition, the payments, dividends and distributions from our subsidiaries to us for funds to pay future cash dividends or distributions, if any, to holders of our Class A ordinary shares or BDRs could be restricted under financing arrangements that we or our subsidiaries may enter into in the future, and such subsidiaries may be required to obtain the approval of lenders to make such payments to us. Furthermore, we may be adversely affected if the governmental authorities of the jurisdictions in which we operate impose legal restrictions on dividend distributions by our local subsidiaries, and exchange rate fluctuations will affect the U.S. dollar value of any distributions our subsidiaries make with respect to our equity interests in those subsidiaries.

Specifically, in Brazil, on May 29, 2020, in response to the ongoing uncertainty relating to the economic effects of the COVID-19 pandemic, the Central Bank of Brazil issued CMN Resolution No. 4,820/2020, or “CMN Resolution No. 4,820.” CMN Resolution No. 4,820 prohibits financial institutions and other institutions authorized to operate by the Central Bank of Brazil, including Nu Financeira, Nu DTVM and NuInvest, to make dividend distributions in relation to the 2020 fiscal year beyond the minimum legal requirement or the minimum threshold established in such institutions’ organizational documents. Although this restriction applies only to the 2020 fiscal year, the Brazilian monetary authorities could expand the restriction to the following fiscal years depending on the impacts of the COVID-19 pandemic.

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We rely on the Mastercard payment scheme to process our transactions. If we fail to comply with the applicable requirements of the Mastercard payment scheme, Mastercard could seek to fine us, suspend us or terminate our registration, which would have a material adverse effect on our business, financial condition and results of operations.

We rely on payment schemes to process our transactions, and a significant source of our revenue comes from processing transactions through the Mastercard payment scheme. We must pay a fee for this service, and from time to time, the payment schemes may increase the fees that they charge for each transaction using one of their cards, subject to certain limitations.

Payment networks establish their own rules and standards that allocate liabilities and responsibilities among the payment networks and their participants. These rules and standards, including the Payment Card Industry Data Security Standard, govern a variety of areas, including how consumers and customers may use their cards, the security features of cards, security standards for processing, data protection and information security and allocation of liability for certain acts or omissions, including liability in the event of a data breach. The payment schemes routinely update and modify their requirements; the payment card networks could adopt new operating rules or interpret or reinterpret existing rules that we or our processors might find difficult or even impossible to follow or costly to implement. These changes may be made for any number of reasons, including as a result of changes in the regulatory environment, to maintain or attract new participants or to serve the strategic initiatives of the networks, and may impose additional costs and expenses on or be disadvantageous to us. Such changes may impact our ongoing cost of doing business, and we may not, in every circumstance, be able to pass through such costs to our customers. For example, changes in the payment card network rules regarding chargebacks may affect our ability to dispute chargebacks and the amount of losses we incur from chargebacks. If we fail to make such changes or otherwise resolve the issue with the payment card networks, the networks could disqualify us from processing transactions if satisfactory controls are not maintained, which would have a material adverse effect on our business, financial condition and results of operations.

We are subject to audit by the payment networks to ensure compliance with applicable rules and standards, and may be directly liable to the payment card networks for rule violations. If we do not comply with the payment scheme requirements, the payment schemes could seek to fine us, suspend us or terminate our registrations that allow us to process transactions on their schemes, and we could lose our ability to make payments using virtual cards or any other payment form factor enabled by the network. If we are unable to recover amounts relating to fines from or pass through costs to our customers or other associated participants, we would experience a financial loss. The termination of our registration due to failure to comply with the applicable requirements of the Mastercard payment scheme, or any changes in the payment scheme rules that would impair our registration, could require us to stop using the Mastercard payment scheme to process our transactions, which would have a material adverse effect on our business, financial condition and results of operations.

We may require additional capital in the future, which may not be available on acceptable terms or at all.

In the future, we may need to raise additional capital to fund our expansion (organically or through strategic acquisitions), to develop new or enhanced services or products or to respond to competitive pressures, or to comply with regulatory capital adequacy requirements discussed in “Regulatory Overview—Brazil—Other Rules—Corporate Capital and Limits of Exposure.” Such financing may not be available on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to fund our expansion, take advantage of acquisition opportunities, develop or enhance services or products or respond to competitive pressures, which would have a material adverse effect on our business, results of operations and financial condition. If we raise additional funds through the issuance of equity or convertible debt securities, our shareholders will experience dilution and the securities that we issue may have rights, preferences and privileges senior to those of our Class A ordinary shares, and the market price of our Class A ordinary shares and BDRs could decline. Any additional funds raised through debt financing will likely require our compliance with restrictive covenants that impose operating and financial restrictions on us, including restrictions on our ability to incur additional indebtedness, create liens, make acquisitions, dispose of assets and make restricted payments, among others. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Indebtedness” In addition, such indebtedness may require us to maintain certain financial ratios. These restrictions may limit our ability to obtain future financings, to withstand a

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future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. A breach of any such covenant would likely result in a default under the applicable agreement, which, if not waived, could result in acceleration of the indebtedness outstanding.

The COVID-19 pandemic has materially impacted, and is expected to continue to materially impact, our business, key metrics and results of operations in volatile and unpredictable ways.

Occurrences of epidemics or pandemics, depending on their scale, may cause different degrees of disruption to the regional, state and local economies in which we offer our products and services. While the COVID-19 pandemic in Brazil, Mexico, Colombia and worldwide will likely continue to adversely impact national and global economies, the full extent of the impact of the pandemic on our business, key metrics and results of operations depends on future developments that are uncertain and unpredictable, including the duration, severity and spread of the pandemic, its impact on capital and financial markets and any new information that may emerge concerning the virus, vaccines or other efforts to control the virus.

As a result of the COVID-19 pandemic, we have transitioned to an almost fully remote work environment and we may continue to operate on a significantly remote and dispersed basis for the foreseeable future. This remote and dispersed work environment could have a negative impact on the execution of our business plans and operations. For example, if a natural disaster, power outage, connectivity issue, or other event occurred that impacted our employees’ ability to work remotely, it may be difficult or, in certain cases, impossible, for us to continue our business for a substantial period of time. Further, as the COVID-19 pandemic continues, we may experience disruptions if our employees or our third-party service providers’ employees become ill and are unable to perform their duties, and our operations, Internet or mobile networks, or the operations of one or more of our third-party service providers, is impacted. The increase in remote working may also result in customer privacy, IT security and fraud vulnerabilities, which, if exploited, could result in significant recovery costs and harm to our reputation. Transitioning to a fully or predominantly remote work environment and providing and maintaining the operational and infrastructure necessary to support a remote work environment also present significant challenges to maintaining our corporate culture, including employee engagement and productivity, both during the immediate pandemic crisis and beyond.

Further, the COVID-19 pandemic has caused substantial changes in consumer behavior, restrictions on business and individual activities and high unemployment rates, which have led to reduced economic activity. Extraordinary actions taken by international, federal, state and local public health and governmental authorities to contain and combat the outbreak and spread of COVID-19 in regions throughout the world, such as travel bans, quarantines, “stay-at-home” orders, suspension of interest accrual and similar mandates for many individuals and businesses to substantially restrict daily activities, have caused and may continue to cause a decrease in consumer activity generally.

In addition, we experienced declining Purchase Volume during periods impacted by the COVID-19 pandemic when economic activity declined and when we implemented a more restrictive credit policy due to reduced consumer income and economic uncertainty, reducing purchase volume per customer, and consequently reducing Monthly ARPAC. Specifically, we saw decreases in the purchase volume of our card operations in the first half of 2020, a trend that has progressively reversed since the end of 2020. Moreover, during the beginning of the COVID-19 pandemic, we saw a temporary increase in our delinquency levels, in line with market trends, after which we calibrated our underwriting models, and by the end of 2020, our levels had improved relative to our own pre-COVID-19 delinquency levels. However, the COVID-19 pandemic may have a negative impact on our ability to accurately estimate consumers delinquency levels based on internal credit scoring systems. Extraordinary income-substitution policies undertaken by federal, state and local governmental authorities may have masked the true level of consumer income deterioration or behavior in the markets in which we operate. As a result, the effectiveness of our consumer credit models may suffer in the future.

We have also seen significant and rapid shifts in the traditional models of banking and commerce as the pandemic has evolved. Although we believe our business has been positively impacted to some extent by several trends related to the COVID-19 pandemic, including the increased need or willingness of consumers to adopt virtual banking, we cannot predict whether these trends will continue if and when the pandemic begins to subside, restrictions ease, and the risk and barriers associated with in-person commerce decrease. As of the date of this prospectus, we have been and are currently able to deliver substantially all of our services remotely and therefore our operations have not been materially or negatively impacted by the COVID-19 pandemic. However, we cannot predict if, and to what extent, our business, results of operations, financial condition and liquidity will be impacted by the COVID-19 pandemic in the future, including regional or global outbreaks, or by national or international aftershocks of the pandemic once controlled, including a recession,

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slowdown of the economy or increase in unemployment levels. Further, if the COVID-19 pandemic adversely affects our business, results of operations, financial condition and liquidity in the future, many of the other risks described in this “Risk Factors” section may be heightened.

Risks Relating to Intellectual Property, Privacy and Cybersecurity

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 reputation, business, financial condition and results of operations.

We collect, store, handle, transmit, use and otherwise process certain personal information and other customer data in our business. A significant risk associated with our operations is the secure transmission of confidential information over public networks. The perception of privacy concerns, whether or not valid, may harm our business and results of operations. We must ensure that all collection, use, storage, dissemination, transfer, disposal and other processing of data for which we are responsible comply with relevant data protection and privacy laws. The protection of our customer, employee and company data is critical to us. We rely on commercially available systems, software, tools and monitoring to provide secure processing, transmission and storage of confidential customer information, such as credit card and other personal information. Despite the security measures we have in place, our facilities and systems, and those of our third-party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming or human errors or other similar events. Any security breach, or any perceived failure involving the misappropriation, loss or other unauthorized disclosure of confidential information, as well as any failure or perceived failure to comply with laws, policies, legal obligations or industry standards regarding data privacy and protection, whether by us or our vendors, could damage our reputation, expose us to litigation risk and liability, subject us to negative publicity, disrupt our operations and harm our business. Our security measures may fail to prevent security breaches, which could harm our business, financial condition and results of operations.

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.

Our business involves the collection, storage, transmission and other processing of customers’ personal data, including names, addresses, identification numbers, account numbers, account balances, loan positions and trading and investment portfolio information. We also have arrangements in place with certain third-party service providers that require us to share certain customer information. Our and such third parties’ ability to protect such personal data and customer information is dependent on our ability to prevent cybersecurity breaches and unauthorized access and disclosure.

An increasing number of organizations, including large customers and businesses, other large technology companies, financial institutions and government institutions have disclosed breaches of their information security systems, some of which have involved sophisticated and highly targeted attacks, including on portions of their websites, networks or infrastructure, or those of third parties who provide services to them. Information security risks for financial and technology companies such as ours in particular have significantly increased recently, in part because of new technologies, the use of the Internet and telecommunications technologies (including mobile devices) to conduct financial and other business transactions and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties. For example, in 2020, we experienced a phishing attack that compromised two Nu employee corporate accounts and resulted in an unauthorized disclosure of an immaterial amount of confidential data (though it did not result in direct financial losses or harm our strategic plans or business operations or legal proceedings). Because of our position in the payments value chain, we believe that we are likely to continue to be a target of such threats and attacks. In addition, due to the size and complexity of our technology platform and services, the amount of personal data and other data that we store and the number of customers, employees and third-party providers with access to personal data and other data, we may be the target of a variety of intentional and inadvertent cybersecurity attacks and other security-related incidents and threats, which could result in a material adverse effect on our reputation, business, financial condition and results of operation.

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The techniques used to obtain unauthorized, improper or illegal access to our systems, our data or our customers’ data, to disable or degrade service, or to sabotage systems are constantly evolving may be difficult to detect quickly and often are not recognized until launched against a target. Unauthorized parties may attempt to gain access to our systems or facilities through various means, including, among others, hacking into our systems or those of our customers, partners or vendors, attempting to fraudulently induce our employees, customers, partners, vendors or other users of our systems into disclosing usernames, passwords, payment card information or other sensitive information, which may in turn be used to access our information technology systems, or installing malicious software. Certain efforts may be supported by significant financial and technological resources, making them even more sophisticated and difficult to detect.

Although we have developed systems and processes that are designed to protect our networks, applications, accounts and the confidentiality, integrity and availability of data and customer data and our information technology systems and to prevent data loss and other security breaches, and expect to continue to expend significant additional resources to bolster these protections, these security measures cannot provide absolute security and there can be no assurance that our safety and security measures (and those of our third-party providers) will prevent damage to, or interruption or breach of, our information systems and operations. Our information technology and infrastructure may be vulnerable to cyberattacks or security breaches, and third parties may be able to access our customers’ personal or proprietary information and card data that are stored on or accessible through those systems. In addition to traditional computer “hackers,” malicious code (such as viruses and worms), phishing, ransomware, social engineering attacks, unauthorized access or misuse and denial-of-service attacks, sophisticated criminal networks as well as nation-state and nation-state supported actors now engage in attacks, including advanced persistent threat intrusions. Our security measures may also be breached due to human error, malfeasance, fraud or malice on the part of employees, accidental technological failures, system errors or vulnerabilities, or other irregularities. Further, as a consequence of the COVID-19 pandemic, nearly all of our employees are working remotely, which may cause heightened vulnerability to cyberattacks across our business and those of our service providers. In the event our or our third-party providers’ protection efforts are unsuccessful and our systems or solutions are compromised, we could suffer substantial harm.

Our Audit and Risk Committee has oversight responsibilities over cybersecurity risk management and meets at least quarterly with our management to discuss financial and non-financial risks and internal controls, including information security and cybersecurity matters and our cybersecurity program. In particular, our Audit and Risk Committee is involved in the oversight of our cybersecurity policies and procedures and is periodically updated on material cybersecurity risks and cybersecurity issues, if any, by management. Our Audit and Risk Committee also communicates with our independent audit firm regarding their annual audit procedures. Nevertheless, there can be no assurance that we can prevent service interruptions or security breaches in our systems or the unauthorized or inadvertent wrongful use or disclosure of confidential information that could adversely affect our business operations or result in the loss, misappropriation or unauthorized access to or use or disclosure of, or the prevention of access to, confidential information.

Any actual or perceived cybersecurity attacks, security breaches, phishing attacks, ransomware attacks, computer malware, computer viruses, computer hacking attacks, unauthorized access, coding or configuration errors or similar incidents experienced by us or our third-party service providers could interrupt our operations, result in our systems or services being unavailable, result in the loss, compromise corruption or improper disclosure of data or personal data, subject us to regulatory or administrative investigations and orders, litigation, disputes, sanctions, indemnity obligations, damages for contract breach or penalties for violation of applicable laws or regulations, impair our ability to provide our solutions and meet our customers’ requirements, materially harm our reputation and brand, result in significant legal and financial exposure (including customer claims), lead to loss of customer confidence in, or decreased use of, our products and services, and adversely affect our business, financial condition and results of operations. In addition, any breaches of network or data security at our customers, partners or third-party service providers (including data center and cloud computing providers) could have similar negative effects. We could be forced to expend significant financial and operational resources in response to a security breach, including repairing system damage, increasing security protection costs by deploying additional personnel and modifying or enhancing our protection technologies, investigating and remediating any information security vulnerabilities and defending against and resolving legal and regulatory claims, all of which could divert resources and the attention of our management and key personnel and materially and adversely affect our business, financial condition and results of operations.

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Specifically, because we leverage third-party providers, including cloud, software, data center and other critical technology vendors to deliver our solutions to our customers, we rely heavily on the data security technology practices and policies adopted by these third-party providers. Such third-party providers have access to personal data and other data about our customers and employees, and some of these providers in turn subcontract with other third-party providers. Our ability to monitor our third-party providers’ data security is limited. A vulnerability in a third-party provider’s software or systems, a failure of our third-party providers’ safeguards, policies or procedures, or a breach of a third-party provider’s software or systems could result in the compromise of the confidentiality, integrity or availability of our systems or the data housed in our third-party solutions.

Many jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities and others of security breaches involving certain types of data or information technology systems. Security compromises experienced by others in our industry, our customers, our third-party service providers or us may lead to public disclosures and widespread negative publicity. Any security compromise in our industry, whether actual or perceived, could erode customer confidence in the effectiveness of our security measures, negatively impact our ability to attract new customers, cause existing customers to elect not to renew or expand their use of our platform, services and products or subject us to third-party lawsuits, regulatory fines or other actions or liabilities, which could materially and adversely affect our business, financial condition and results of operations

Likewise, agreements with certain service providers may require us to notify them in the event of a security breach. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers to lose confidence in the effectiveness of our security measures and require us to expend significant capital and other resources to respond to and alleviate problems caused by the actual or perceived security breach. Further, a data security compromise or operational disruption impacting us or one of our critical vendors, or system unavailability or damage due to other circumstances, may give rise to a customer’s right to terminate its contract with us. In these circumstances, it may be difficult or impossible to cure such a breach in order to prevent customers from potentially terminating their contracts with us. Furthermore, although our customer contracts typically include limitations on our potential liability, we cannot guarantee that such limitations of liability would be adequate.

Additionally, although we maintain insurance policies covering cyber-attacks, such policies may not be adequate to reimburse us for losses caused by security breaches, and we may not be able to collect fully, if at all, under these policies. The successful assertion of one or more large claims against us that exceed available insurance coverage, or the occurrence of changes in our insurance policies, including premium increases in or the imposition of large deductible or co-insurance requirements, could adversely affect our business, financial condition and results of operations.

For information on the data protection and privacy laws and regulations to which we are subject and the risks associated therewith, see “Risks Relating to Regulatory Matters and Litigation—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 these and other laws and regulations could harm our business, financial condition or results of operations.”

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 may be subject to costly litigation in the event that third parties assert claims that our services or technology infringe, misappropriate or otherwise violate their intellectual property or proprietary rights. Third parties may have, or may eventually be issued, patents that could be infringed, misappropriated or otherwise violated by our services or technology, and any of these third parties could make a claim of infringement against us. As we face increasing competition and gain an increasingly high profile, the possibility of intellectual property rights claims against us grows. We may also be subject to claims by third parties for breach of copyright, trademark, license usage or other intellectual property rights. Any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit and regardless of the outcome, could cause us to incur substantial costs defending against the claim, distract our management from our business, require us to redesign or cease use of such intellectual property, pay substantial amounts to satisfy judgments or settle claims or lawsuits, pay substantial royalty or licensing fees, or satisfy indemnification obligations that we have with certain parties with whom we have commercial relationships. The outcome of any allegation is often uncertain. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our

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confidential information could be compromised by disclosure during this type of litigation. In addition, any claim of infringement, misappropriation or other violation of intellectual property rights by a third party, even those without merit and regardless of the outcome, may result in a limitation on our ability to use the intellectual property subject to these claims or could prevent us from registering our brands as trademarks. Additionally, in recent years, individuals and groups have been purchasing intellectual property assets for the sole purpose of making claims of infringement and attempting to extract settlements from companies like ours. Even if we believe that such claims are without merit, defending against such claims is time-consuming and expensive and could result in the diversion of the time and attention of our management and employees.

Claims of intellectual property infringement, misappropriation or other violation also might require us to redesign around such violated services, which may be expensive, time-consuming or infeasible, enter into costly settlement or license agreements, pay costly damage awards (including treble damages and attorneys’ fees if we are found to have willfully infringed a patent or other intellectual property right), change our brands or face a temporary or permanent injunction prohibiting us from commercializing, using, marketing or selling the violating technology, products or services or using certain of our brands. We may not be able to obtain any required license on commercially reasonable terms or at all. Even if we were able to obtain a license, it could be non-exclusive, thereby giving our competitors and other third parties access to the same technologies licensed to us, and it could require us to make substantial licensing and royalty payments.

Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly harm our business. If we are required to make substantial payments or undertake any of the other actions noted above as a result of any intellectual property infringement, misappropriation or violation claims against us, such payments, costs or actions could have a material adverse effect on our competitive position, business, financial condition and results of operations.

Additionally, in certain of our agreements with customers and other third parties, we agree to indemnify them for losses related to, among other things, claims by third parties of intellectual property infringement, misappropriation or other violation. From time to time, customers or other third parties have required, and may in the future require, us to indemnify them for such infringement, misappropriation or violation, breach of confidentiality or violation of applicable law, among other things. Although we normally seek to contractually limit our liability with respect to such obligations, some of these indemnity agreements may provide for uncapped liability and some indemnity provisions survive termination or expiration of the applicable agreement. Any legal claims from customers or other third parties could result in substantial liabilities and reputational harm, and could have adverse effects on our relationship with such customers and other third parties. Even if we have an agreement for indemnification against such costs, the indemnifying party, if any, may be unable to uphold its contractual obligations. Any of the foregoing could negatively impact our business, revenue and earnings.

Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products, services and brand.

We believe the protection of our intellectual property, including our trademarks, patents, copyrights, domain names, trade dress, trade secrets, software and industrial designs, is critical to our success. We rely on, and expect to continue to rely on, a combination of contractual rights in various agreements with our employees, independent contractors, consultants and third parties with whom we have relationships, as well as trademarks and trade secrets in the United States, Brazil, Argentina, Mexico, Colombia and elsewhere internationally to establish and protect our intellectual property and proprietary rights, including technology. Third parties may challenge, invalidate, circumvent, infringe, misappropriate or otherwise violate our intellectual property and other proprietary rights, or such intellectual property may not be sufficient to permit us to take advantage of current market trends or otherwise to provide competitive advantages, which could result in costly redesign efforts, discontinuance of certain service offerings or other competitive harm. Others, including our competitors, may independently develop similar technology, duplicate our services or design around our intellectual property, and in such cases, we could not assert our intellectual property rights against such parties. Despite our efforts to protect our proprietary rights, there can be no assurance that our intellectual property rights will be sufficient to protect against others offering products or services that are substantially similar to ours and compete with our business or to prevent unauthorized parties from copying aspects of our technology. For example, it is possible that third parties, including our competitors, may obtain patents that overlap or compete with our technology. If third parties obtain patent protection with respect to such technologies, they may assert that our technology infringes their patents and seek to charge us a licensing fee or otherwise preclude the use of our technology.

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In addition to registered intellectual property rights such as trademark registrations, we rely on non-registered proprietary information and technology, such as trade secrets, confidential information, know-how and technical information. In order to protect our proprietary information and technology, we rely in part on nondisclosure and confidentiality agreements with parties who have access to them, including our employees, independent contractors, corporate collaborators, advisors and other third parties, which place restrictions on the use and disclosure of this intellectual property. We also enter into confidentiality and invention assignment agreements with our employees and consultants. We cannot guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary information or otherwise developed intellectual property for us, including our technology and processes. Individuals not subject to invention assignment agreements may make adverse ownership claims to our current and future intellectual property. Additionally, these agreements may be insufficient or breached, or otherwise fail to prevent unauthorized use or disclosure of our confidential information, intellectual property or technology, and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology. As a result, our intellectual property, including trade secrets, may be disclosed or become known to our competitors, which could cause us to lose any competitive advantage resulting from this intellectual property. Additionally, to the extent that our employees, independent contractors or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as to the rights in related or resulting know-how and inventions.

Further, we may be unable to obtain trademark protection for our technologies and brands, and our existing trademark registrations and applications, and any trademarks that may be used in the future, may not provide us with competitive advantages or distinguish our products and services from those of our competitors. In addition, our trademarks may be contested, circumvented or found to be unenforceable, weak or invalid, and we may not be able to prevent third parties from infringing or otherwise violating them.

We may have to litigate to enforce or determine the scope and enforceability of our intellectual property rights, trade secrets and know-how, which is expensive, could cause a diversion of resources and may not prove successful. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of our confidential information could be compromised by disclosure during this type of litigation. An adverse outcome in such litigation or proceedings may expose us to a loss of our competitive position, expose us to significant liabilities or require us to seek licenses that may not be available on commercially acceptable terms, if at all. Further, we will not be able to protect our intellectual property rights if we are unable to enforce our rights, and effective intellectual property protection may not be available in every country in which we offer our products and services. The laws of certain countries where we do business or may do business in the future may not recognize intellectual property rights or protect them to the same extent as do the laws of the United States. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise our ability to enforce our trade secret and intellectual property rights. Failure to obtain or maintain protection of our trade secrets or other proprietary information could harm our competitive position and materially and adversely affect our business, results of operations and results of operations.

Also, because of the rapid pace of technological change in our industry, aspects of our business and our services rely on technologies developed or licensed by third parties, and we may not be able to obtain or continue to obtain licenses and technologies from these third parties on reasonable terms or at all. See “—Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.” The loss of intellectual property protection, the inability to obtain third-party intellectual property or delay or refusal by relevant regulatory authorities to approve pending intellectual property registration applications could harm our business and ability to compete.

Our use of third-party open source software could negatively affect our ability to offer and sell our solutions and subject us to possible litigation.

Our solutions incorporate and are dependent to some extent on the use and development of third-party open source software, including in Java and Clojure programming language, and we intend to continue our use and development of open source software in the future. Such open source software is generally licensed by its authors or other third parties under open source licenses and is typically freely accessible, usable and modifiable. Pursuant to such open source licenses, we may be subject to certain conditions, including requirements that we offer our proprietary software that incorporates open source software for no cost, that we make available source code for modifications or derivative works

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we create based upon, incorporating or using the open source software and that we license such modifications or derivative works under the terms of the particular open source license. If an author or other third party that uses or distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from the use or sale of our solutions that contained or are dependent upon the open source software and required to comply with the foregoing conditions, which could disrupt the distribution and sale of some of our products and services. Additionally, we could face claims from third parties claiming ownership of, or demanding release of, any open source software or derivative works that we have developed using such software, which could include proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, which would put us at a competitive disadvantage, purchase a costly license (with binding clauses that restrict our ability to commercialize and develop the implicated products or services), or cease offering the implicated products or services unless and until we can re-engineer such source code in a manner that avoids infringement. This reengineering process could require us to expend significant additional research and development resources, and we may not be able to complete the re-engineering process successfully. Litigation could be costly for us to defend, have a negative effect on our financial condition and results of operations or require us to devote additional research and development resources to change the source code underlying our platform, products and services. The terms of many open source licenses to which we are subject have not been interpreted by courts, and there is a risk that open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide, or distribute the products or services related to, the open source software subject to those licenses. As there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses, the potential impact of these terms on our business is uncertain and may result in unanticipated obligations regarding our solutions and technologies.

In addition to risks related to license requirements, use of open source software can lead to greater risks than use of third-party commercial software, as open source licensors generally do not provide warranties, indemnification or other contractual protections regarding infringement claims or the quality of the code, controls on the origin or development of the software, or remedies against the licensors. Many of the risks associated with usage of open source software cannot be eliminated and could adversely affect our business. Although we seek to comply with our obligations under the various applicable licenses for open source software, it is possible that we may not be aware of all instances where open source software has been incorporated into our proprietary software or used in connection with our solutions or our corresponding obligations under open source licenses. We do not have open source software usage policies or monitoring procedures in place. We rely on multiple software programmers to design our proprietary software and we cannot be certain that our programmers have not incorporated open source software into our proprietary software that we intend to maintain as confidential or that they will not do so in the future. To the extent that we are required to disclose the source code of certain of our proprietary software developments to third parties, including our competitors, in order to comply with applicable open source license terms, such disclosure could harm our intellectual property position, competitive advantage, financial condition and results of operations. In addition, to the extent that we have failed to comply with our obligations under particular licenses for open source software, we may lose the right to continue to use and exploit such open source software in connection with our operations and solutions, which could disrupt and adversely affect our business.

Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.

Our business and platform depend in part on intellectual property and proprietary rights and technology licensed from or otherwise made available to us by third parties and, in the future, we may enter into additional agreements that grant us valuable intellectual property licenses or rights to technology. If we fail to comply with our obligations under license or technology agreements with third parties, we may be required to pay damages and we could lose license rights that are critical to our business.

Our business and our platform rely in part on certain intellectual property, including technologies, data, content and software developed and licensed to us by third parties, and in the future we may enter into additional agreements that provide us with licenses to valuable intellectual property or technology. If we fail to comply with any of the obligations under our license agreements, we may be required to pay damages and the licensor may have the right to terminate

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the license. Termination by the licensor would cause us to lose valuable rights, and could prevent us from selling our products and services, or inhibit our ability to commercialize future products and services. Our business would suffer if any current or future licenses terminate, if the licensors fail to abide by the terms of the license, if the licensors fail to enforce licensed patents against infringing third parties, if the licensed intellectual property rights are found to be invalid or unenforceable, or if we are unable to enter into necessary licenses on acceptable terms.

In addition, our rights to certain technologies are licensed to us on a non-exclusive basis. The owners of these non-exclusively licensed technologies are therefore free to license them to third parties, including our competitors, on terms that may be superior to those offered to us, which would place us at a competitive disadvantage. Moreover, our licensors may own or control intellectual property that has not been licensed to us and, as a result, we may be subject to claims, regardless of their merit, that we are infringing or otherwise violating the licensor’s rights. In addition, the agreements under which we license intellectual property or technology from third parties are generally complex, and certain provisions in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what we believe to be our financial or other obligations under the relevant agreement.

Further, the licensed components may become obsolete, defective or incompatible with future versions of our services, relationships with the third-party licensors or technology providers may deteriorate, or our agreements with the third-party licensors or technology providers may expire or be terminated. Additionally, some of these licenses or other grants of rights may not be available to us in the future on terms that are acceptable, or at all, or that allow our platform, products and services to remain competitive. Our inability to obtain licenses or rights on favorable terms could have a material and adverse effect on our business and results of operations. Furthermore, incorporating intellectual property or proprietary rights licensed from or otherwise made available to us by third parties on a non-exclusive basis in our products or services could limit our ability to protect the intellectual property and proprietary rights in our services and our ability to restrict third parties from developing, selling or otherwise providing similar or competitive technology using the same third-party intellectual property or proprietary rights.

We seek to have all the necessary licenses and other grants of rights from third parties to use technology and software that we do not own. However, the licensing or acquisition of third-party intellectual property rights is a competitive area, and several more established companies may pursue strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and greater development or commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. Even if such licenses are available, we may be required to pay the licensor substantial royalties based on sales of our products and services. Such royalties are a component of the cost of our products or services and may affect the margins on our products and services. Further, a third party could allege that we are infringing its rights. Our failure to obtain necessary licenses or other rights on acceptable terms, or litigation or claims arising out of intellectual property matters, may harm or restrict our business. In addition, we could be found liable for significant monetary damages, including treble damages and attorneys’ fees, if we are found to have willfully infringed a patent or other intellectual property right. Any such litigation or the failure to obtain any necessary licenses or other rights could adversely impact our business, financial position and results of operations.

Risks Relating to Regulatory Matters and Litigation

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.

Because we conduct the majority of our operations in Brazil, we are predominately subject to regulation under Brazilian law and by Brazilian authorities, some of which may be periodically amended or revoked. The Brazilian financial and payment markets and Brazilian financial and payment institutions are subject to extensive regulatory control by the Brazilian government, principally by the Central Bank of Brazil, the Brazilian Securities Commission

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(Comissão de Valores Mobiliários, or the “CVM”), the Brazilian Monetary Council (Conselho Monetário Nacional, or the “CMN”), and the Brazilian stock exchange (B3 S.A. – Brasil, Bolsa, Balcão, or the “B3”), which, in each case, materially affects our business.

Because certain of our subsidiaries are financial services payment institutions in Brazil, our business is subject to Brazilian laws and regulations relating to electronic payments in Brazil, including Federal Law No. 12,865/13, as well as to financial services, including Federal Law No. 4,595/64 and Federal Law No. 6,385/76 and related rules and regulations issued by the CMN, the Central Bank of Brazil, the CVM and, once we become a public company in Brazil, the CVM and the B3 with regard to the rules related to public issuers. In addition, the activity of one of our subsidiaries as an insurance broker is subject to various laws and regulations in Brazil, such as Federal Law No. 4,595/64, Decree Law No. 73/66 and certain other rules and regulations issued by the National Private Insurance Council (Conselho Nacional de Seguros Privados, or the “CNSP”) and the Brazilian Superintendence of Private Insurance (Superintendência de Seguros Privados, or the “SUSEP”), among others.

The laws, rules, and regulations that govern our business include those relating to deposit-taking, cross-border and domestic money transmission, foreign exchange, payments services (such as payment processing and settlement services), consumer financial protection, tax, anti-money laundering and terrorist financing and rules relating to unclaimed property. Specifically, we are subject to anti-money laundering and terrorist financing laws and regulations in multiple jurisdictions that prohibit, among other things, involvement in transferring the proceeds of criminal or terrorist activities. We could be subject to liability and forced to change our business practices if we were found to be subject to, or in violation of, any laws or regulations impacting our ability to maintain a banking account in the countries where we operate, or if existing or new legislation or regulations applicable to financial institutions in the countries where we maintain a banking account were to result in banks in those countries being unwilling or unable to establish and maintain banking accounts for us. As regulated payment and financial institutions in Brazil, certain of our operating subsidiaries are subject to rules and regulations relating to minimum equity capital, minimum net equity and other regulatory capital requirements and reference equity, compulsory deposits and contributions, internal controls, anti-money laundering, know your customer obligations, sanctions, ombudsman and customer service, internal auditing, cybersecurity and bank secrecy, among others. See “Regulatory Overview” for a detailed description of the regulatory requirements applicable to us and our operating subsidiaries. In addition, as our business continues to develop and expand, we may become subject to additional rules and regulations, which may limit or change how we conduct our business.

These laws, rules and regulations are enforced by multiple authorities and governing bodies in Brazil, including the Central Bank of Brazil, the CVM and the CMN. In their supervisory roles, the Central Bank of Brazil, the CVM and the CMN seek to maintain the safety and soundness of financial and payment institutions with the aim of strengthening the protection of customers and the financial system. Their continuing supervision of financial and payment institutions is conducted through a variety of regulatory tools, including the collection of information by way of prudential returns, reports obtained from skilled persons, visits to firms and regular meetings with management to discuss issues such as performance, risk management and strategy. As a result, we face increased supervisory scrutiny (resulting in increasing internal compliance costs and supervision fees), and in the event of a breach of our regulatory obligations we are likely to face more stringent scrutiny and potentially significant fines.

Changes in regulations in Brazil and international markets in which we operate may expose us to increased compliance costs and limit our ability to pursue certain business opportunities or provide certain products and services. The regulation governing Brazilian payment and financial institutions is continuously evolving, including as a result of political, economic and social events, and the Central Bank of Brazil has reacted actively and extensively to developments in our industry. Specifically, Brazilian regulators frequently update prudential standards in accordance with the recommendations of the Basel Committee on Banking Supervision, in particular with respect to capital and liquidity, which could impose additional significant regulatory burdens on us, including additional and material capital requirements applicable to certain of our subsidiaries’ activities as payment institutions. For instance, Public Consultation No. 78 issued by the Central Bank of Brazil in December 2020 proposes a new set of rules aiming to harmonize the capital and prudential requirements applicable across payment services, such as the ones we provide through Nu Pagamentos. Our operations could also be adversely affected by changes with respect to restrictions on remittances abroad and other exchange controls as well as by interpretations of the law by courts and agencies in a manner that differs from our legal advisors’ opinions. There can be no assurance that future changes in regulations or in their interpretation or application will not have a material adverse effect on us.

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The measures of the Central Bank of Brazil and the amendment of existing laws and regulations, or the adoption of new laws or regulations, could adversely affect our ability to provide loans, make investments or render certain financial and payment services. No assurance can be given generally that laws or regulations will be adopted, enforced or interpreted in a manner that will not have a material adverse effect on our business and results of operations. As some of the Brazilian banking laws and regulations have been recently issued or become effective, the manner in which those laws and related regulations are applied to the operations of financial and payment institutions is still evolving. Moreover, to the extent that these recently adopted regulations are implemented inconsistently in Brazil, we may face higher compliance costs. Furthermore, regulatory authorities have substantial discretion in how to regulate financial and payment institutions, and this discretion, and the regulatory mechanisms available to the regulators, have been increasing during recent years. Regulation may be imposed on an ad hoc basis by governments and regulators (such as caps on interchange fees or interest rates, which could negatively affect our business, financial condition and results of operations given the importance of consumer credit products to our revenue), and these ad hoc regulations may especially affect financial institutions that may be deemed to be systemically important.

Although we have a compliance program focused on applicable laws, rules and regulations and are continually investing in this program, in the event of non-compliance with laws or regulations, we may nonetheless be subject to fines or other penalties in one or more jurisdictions levied by federal, state or local regulators, as well as those levied by foreign regulators. In addition to fines, penalties for failing to comply with applicable rules and regulations could include significant criminal and civil lawsuits, including against our management and controlling shareholder, disgorgement of profits, forfeiture of significant assets, loss of required licenses or approvals or other enforcement actions, including insolvency proceedings instituted by the Central Bank of Brazil. Any disciplinary or punitive action by our regulators or failure to obtain required operating authorizations could seriously harm our business and results of operations. We could also be required to make changes to our business practices or compliance programs as a result of regulatory scrutiny. In addition, any perceived or actual failure to comply with applicable laws, rules and regulations could have a significant impact on our reputation and could cause us to lose existing customers, prevent us from obtaining new customers, require us to expend significant funds to remedy problems caused by non-compliance and to avert further non-compliance.

We also have operations outside of Brazil, including in Mexico and Colombia, along with information technology and business support operations in Argentina, Germany and the United States. In particular, in Mexico, our products are offered by both a financial institution (subject to the Popular Savings and Credit Law) and a commercial entity. Similar to financial entities in Brazil, financial entities in Mexico are subject to extensive regulation and the oversight of the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria de Valores, or the “CNBV”). Mexican authorities have been reviewing the regulations applicable to financial entities (for example, the enactment of the Fintech Law in 2018) and closely supervise financial technology companies. Changes to these laws and other applicable laws and regulations (for instance, regarding customer onboarding) have been discussed by the Mexican regulators, and could materially affect our operations in Mexico. In Colombia, our credit card product is offered by a commercial entity that is subject to extensive regulation, including those governing consumer protection (namely Law No. 1,480 of 2011, Decree No. 1,074 of 2015 and the Sole Circular of the Industry and Trade Superintendence) and data protection (Law No. 1,581 of 2012). In addition, interest rates in Colombia are capped, as provided in the Colombian Commercial and Criminal Codes. Our activities in Colombia are subject to the supervision of the Industry and Trade Superintendence with regards to consumer relations, data protection and antitrust. Furthermore, the Colombian Financial Regulatory Unit, or the “URF,” intends to propose various changes to financial regulations that may be implemented in the future and affect our Colombian operations. Changes in these and other applicable laws or regulations in the countries in which we operate, or the adoption of new laws and related regulations, may require us to modify our business practices and may have an adverse effect on us.

Given the volume, granularity, frequency and scale of regulatory and other reporting requirements, we must maintain a clear data strategy to enable consistent data aggregation, reporting and management. Inadequate management information systems or processes, including those relating to risk data aggregation and risk reporting, could lead to a failure to meet regulatory reporting requirements or other internal or external information demands, and we may face supervisory measures as a result.

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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, which may have an adverse effect on our business and cause us to incur increased compliance costs.

In recent years, the Central Bank of Brazil issued several regulations related to the Brazilian payments market, aiming to increase the use of electronic payments, increase competitiveness in the sector, strengthen governance and risk management practices in the industry, encourage the development of new solutions and the differentiation of products to consumers and promote the increased use of electronic payment means. Such measures include the following regulations enacted by the Central Bank of Brazil: (i) Circular of the Central Bank of Brazil No. 3,887/2018, which establishes that interchange fees on domestic purchase transactions using debit cards (within the meaning of Central Bank of Brazil regulations, which does not include the debit cards that we currently offer) are subject to a cap of up to 0.8% on debit transactions, and that debit card issuers must maintain a maximum average interchange fee of 0.5%; (ii) Resolution of the Central Bank of Brazil No. 1/2020, which created the instant payment ecosystem; and (iii) Joint Resolution No. 1/2020, which governs the Open Financial System (Open Banking) initiative in Brazil. With regard to interchange fees, the Central Bank of Brazil launched on October 8, 2021 Public Consultation No. 89, or “Public Consultation 89/21,” which proposes to repeal Circular No. 3,887/2018 and impose a cap of 0.5% for interchange fees charged in domestic purchase transactions carried out using debit cards (including the debit cards that we currently offer). If the Central Bank of Brazil were to issue a definitive regulation setting forth such interchange fee cap in the manner proposed under Public Consultation 89/21, our revenue would be negatively impacted. For example, had Public Consultation 89/21 been enacted during the year ended December 31, 2020, our revenue would have been impacted by US$23 million (or R$120 million, based on a real/U.S. dollar exchange rate of $5.2402). See “Regulatory Overview—Interchange Fees and Public Consultation No. 89/2021” for more information regarding Public Consultation 89/21.

In addition to such recently enacted regulations, the Brazilian Congress, Central Bank of Brazil and the broader payments industry are discussing legislative and regulatory initiatives that would modify the regulatory framework of the Brazilian payments and financial industries. For instance, the Brazilian Congress is discussing initiatives regarding the payment cycle in place in the Brazilian payments market. The Central Bank of Brazil has issued a letter in response to a report issued by the Brazilian Congress regarding the payment cycle currently in place in the Brazilian payments market, which presents a technical study of the impact of changes to the Brazilian payment cycle and confirms the Central Bank of Brazil’s decision to promote a gradual and planned shortening of the existing payment cycles. Should these discussions lead the Central Bank of Brazil, as the competent authority over the market, to implement regulatory initiatives to reduce existing payment cycles, this could adversely affect our business, revenue and financial condition. In addition, the Brazilian Congress is considering enacting new legislation that, if signed into law as currently drafted, would limit interest rates, particularly for credit cards facilities (rotativo do cartão) and overdrafts facilities (cheque especial) – the latter, with limits that are more restrictive than those recently imposed by the Central Bank of Brazil.

These discussions are in various phases of development, whether as part of legislative, regulatory or private initiatives in the industry, and the overall impact of any such reform proposals is difficult to estimate. Any such changes in laws, regulations or market practices have the potential to alter the type or volume of the card-based transactions we process and our payment services and could adversely affect our business, results of operations and financial condition.

We are subject to anti-corruption, anti-bribery and anti-money laundering laws and regulations and may be subject to sanctions.

We operate in jurisdictions that have a high risk for corruption and we are subject to various anti-corruption, anti-bribery and anti-money laundering laws and regulations, as well as those relating to sanctions, including the Brazilian Federal Law No. 12,846/2013, or the “Clean Company Act,” the Brazilian Federal Law No. 9,613/1998, or the “Brazilian Anti-Money Laundering Law,” the Brazilian Federal Law No. 8,429/1992, or the “Brazilian Public Improbity Law,” the Brazilian Federal Law No. 14,133/2021, and the United States Foreign Corrupt Practices Act of 1977, as amended, or the “FCPA,” among others. Each of the Clean Company Act, the Brazilian Anti-Money Laundering Act, the Brazilian Public Improbity Law and the FCPA impose liability against companies who engage in bribery of government officials, either directly or through intermediaries.

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Anti-money laundering, anti-bribery, anti-corruption and sanctions laws and regulations to which we are subject require us, among other things, to conduct full customer due diligence (including sanctions and politically exposed person screening) and keep our customer, account and transaction information up to date. We are also required to report suspicious transactions and activity to appropriate law enforcement following full investigation. We have implemented financial crime policies and procedures detailing what is required from those responsible. However, we rely heavily on our employees to assist us by spotting such illegal and improper activities and reporting them, and our employees have varying degrees of experience in recognizing criminal tactics and understanding the level of sophistication of criminal organizations. If we decide to instead outsource any of our customer due diligence, customer screening or anti-financial crime operations, we would remain responsible and accountable for full compliance and any breaches. In addition, we rely upon our relevant counterparties to a large degree to maintain and appropriately apply their own appropriate compliance measures, procedures and internal policies. If we are unable to apply the necessary scrutiny and oversight of employees, third parties to whom we outsource certain tasks and processes or counterparties, we increase the risk of regulatory breach.

Financial crime – and the surrounding regulatory landscape – is continually evolving. Our ability to comply with changing applicable legal requirements depends on our ability to improve detection and reporting capabilities and reduce variation in control processes and oversight accountability, which requires proactive and adaptable responses from us and ongoing changes to systems and operational activities. While we maintain policies and procedures aimed at detecting and preventing the use of our platform for money laundering and other financial crime-related activities, emerging technologies, such as cryptocurrencies and blockchain, could limit our ability to track the movement of funds and therefore present a risk to our company. Even known threats can never be fully eliminated, and there will be instances where our platform may be used by other parties to engage in money laundering and other illegal or improper activities. Further, compliance with these laws and regulations requires sophisticated automated systems, which may fail.

Regulators may increase enforcement of or modify our obligations, which may require us to make adjustments to our compliance program, including the procedures we use to verify the identity of our customers and to monitor our transactions. Specifically, regulators regularly reexamine the transaction volume thresholds that we must obtain and any change in such thresholds could result in increased compliance costs. For example, the Central Bank of Brazil enacted new regulations, Circular No. 3,978, which became effective on October 1, 2020 and provides new guidelines with a risk-based approach for anti-money laundering and terrorist financing policies, procedures and controls. Under these guidelines, a regulated institution has the discretion to determine which procedures it will adopt for each customer, based on the internal risk assessment concerning the committing of crimes relating to money laundering and terrorism financing latent in the regulated entity’s business. We may not be able to comply, in a timely manner or at all, with new regulations, or obtain appropriate exemptions from regulatory authorities, and any new requirements or changes to existing requirements could impose significant costs, result in delays to planned product improvements, make it more difficult for new customers to join our platform and reduce the attractiveness of our products and services.

While we have developed and implemented policies and procedures designed to ensure compliance by us and our personnel with applicable anti-corruption, anti-bribery, anti-money laundering and sanctions laws and regulations, such policies and procedures may not be effective in all instances to prevent violations, either directly or through intermediaries. Violations of – or even accusations of or associations with violations of – anti-corruption, anti-bribery, anti-money laundering or sanctions laws and regulations could result in criminal liability, administrative and civil lawsuits, significant fines and penalties (including being added to “black lists” that would prohibit certain parties from engaging in transactions with us), forfeiture of significant assets and reputational harm. If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to require a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of licenses necessary to conduct our business. And the foregoing could have a material adverse effect on our operating results, financial condition and prospects.

Misconduct of our directors, officers, employees, consultants or third-party service providers could harm us by impairing our ability to attract and retain customers and subjecting us to legal liability and reputational harm.

Our directors, officers, employees, consultants and third-party service providers could engage in misconduct that adversely affects our business. We are subject to a number of obligations and standards arising from our business and the violation of these obligations and standards by any of our directors, officers, employees, consultants or third-

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party service providers could adversely affect our customers and us. If our directors, officers, employees, consultants or third-party service providers were to improperly use or disclose confidential information, we could suffer serious harm to our reputation, financial condition or business relationships. Detecting or deterring employee misconduct is not always possible, and the precautions we take to detect and prevent this activity may not be effective in all cases. If one of our employees or consultants were to engage in misconduct or were to be accused of such misconduct, our business and our reputation could be adversely affected.

In recent years, regulatory authorities across various jurisdictions, including Brazil and the United States, have increasingly focused on enhancing and enforcing anti-bribery laws, such as the Clean Company Act and the FCPA. While we have developed and implemented policies and procedures designed to ensure compliance by us and our personnel with such laws, such policies and procedures may not be effective in all instances. Any determination that we have violated the Clean Company Act (which establishes in Brazil the strict administrative and civil liability of legal entities for the practice of harmful acts committed in their interest or benefit against the government, domestic or foreign), the FCPA, or other applicable anti-corruption laws could subject us to, among other things, civil and criminal penalties or material fines, profit disgorgement, injunctions on future conduct, securities litigation and a general loss of investor confidence, any one of which could adversely affect our business, financial condition, results of operations or the market value of our Class A ordinary shares or BDRs.

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 these and other laws and regulations could harm our business, financial condition or results of operations.

We operate in a complex regulatory and legal environment that exposes us to compliance and litigation risks that could materially affect our business, financial condition or results of operations. These laws may change, sometimes significantly, as a result of political, economic or social events. In addition to the laws and regulations governing our status and operation as a financial and a payment institution (discussed in “—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”), some of the federal, state or local laws and regulations that affect us include those relating to consumer products, product liability or consumer protection; those relating to the manner in which we advertise, market or sell products; labor and employment laws, including wage and hour laws; tax laws or interpretations thereof; bank secrecy laws; data protection and privacy laws and regulations; and securities and exchange laws and regulations. See “Regulatory Overview” for more information. We face significant compliance costs and risk of non-compliance with respect to these existing laws and regulations, which costs and risks could be heightened by changes and developments with respect to such laws and regulations. There can be no guarantee that we will be able to adapt our business, or have sufficient financial resources, to comply with any new regulations, or that we will be able to successfully compete in the context of a shifting regulatory environment.

In particular, data protection and privacy laws are developing rapidly to take into account the changes in cultural and consumer attitudes towards the protection of personal data. In operating our business and providing services and solutions to customers, we collect, use, store, transmit and otherwise process sensitive employee and customer data, including personal data, in and across multiple jurisdictions. We leverage systems and applications that are spread all over the world, requiring us to regularly move data across national borders. As a result, we are subject to a variety of laws and regulations in Brazil, Mexico, Colombia, the EU and around the world, as well as contractual obligations, regarding data privacy, security and protection. In many cases, these laws and regulations apply not only to third-party transactions, but also to transfers of information between or among us, our subsidiaries and other parties with which we have commercial relationships.

Personal privacy, information security, and data protection are significant issues globally. The regulatory framework governing the collection, processing, storage, use and sharing of certain information, particularly financial and other personal data, is rapidly evolving and is likely to continue to be subject to uncertainty and varying interpretations. The occurrence of unanticipated events and development of evolving technologies often rapidly drives the adoption of legislation or regulation affecting the use, collection or other processing of data and the manner in which we conduct our business. Although we endeavor to comply with our policies and documentation, we may at times fail to do so or be alleged to have failed to do so. Any failure or perceived failure by us to comply with our privacy policies or any

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applicable privacy, security or data protection, information security or consumer-protection related laws, regulations, orders or industry standards in one or more jurisdictions could expose us to costly litigation, significant awards, fines or judgments, civil and criminal penalties or negative publicity, and could materially and adversely affect our business, financial condition and results of operations. The publication of our privacy policy and other documentation that provide promises and assurances about privacy and security can subject us to potential state and federal action if they are found to be deceptive, unfair or misrepresentative of our actual practices, which could, individually or in the aggregate, materially and adversely affect our business, financial condition and results of operations.

In particular, on August 14, 2018, the President of Brazil approved Law No. 13,709 the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados, or the “LGPD”), a comprehensive personal data protection law establishing general principles and obligations that apply across multiple economic sectors and contractual relationships. The LGPD establishes detailed rules for the collection, use, processing and storage of personal data (including personal data of customers, suppliers and employees), and affects all economic sectors, including the relationship between customers and suppliers of goods and services, employees and employers and other relationships in which personal data is collected, whether in a digital or physical environment. Specifically, the LGPD establishes, among other things, personal data owners’ rights, the legal basis for personal data protection, requirements for obtaining consent from data owners, obligations and requirements related to security incidents, data leaks and data transfers, as well as the creation of the ANPD, for the purposes of monitoring, implementing and supervising compliance with the LGPD in Brazil. The obligations established by the LGPD became effective in September 2020. In the event of non-compliance with the LGPD, we may be subject to administrative penalties, which will be applicable as of August 2021, including (1) warnings, with the impositions of a deadline for the adoption of corrective measures; (2) a one-time fine of up to 2% (subject to an upper limit of R$50,000,000 per violation) of our gross sales; (3) a daily fine (subject to an upper limit of R$50,000,000); (4) public disclosure of the violation; (5) the restriction of access to the personal data to which the violation relates, until corrective measures are implemented; (6) deletion of the personal data to which the violation relates; (7) partial suspension of the databases to which the violation relates for up to 12 months, until corrective measures are implemented; (8) suspension of the personal data processing activities to which the violation relates for up to 12 months; and (9) partial or full prohibition on personal data processing activities. Moreover, we may be liable for property, moral, individual or collective damages caused by us or by third-party providers or business partners that process personal data for us, and jointly liable for property, moral, individual or collective damages caused by our subsidiaries, due to non-compliance with the obligations established by the LGPD. We cannot guarantee that our LGPD compliance efforts will be deemed appropriate or sufficient by regulatory authorities, courts or other bodies, such as the Brazilian Public Prosecution Office (Ministério Públic). Moreover, as the LGPD requires further regulation from the ANPD regarding several aspects of the law, which are yet unknown, we may have difficulty adapting our systems and processes to the new legislation due to the legislation’s complexity. The changes have impacted, and could further adversely impact, our business by increasing our operational and compliance costs.

Further, Resolution No. 85 of the Central Bank of Brazil and CMN Resolution No. 4,893 establish requirements for data processing, storage and cloud computing services, respectively, by payment and financial institutions authorized to operate by the Central Bank of Brazil and determine the mandatory implementation of a cybersecurity policy. Payment and financial institutions, including certain of our operating subsidiaries, are required to draw up internal cybersecurity policies, to appoint an officer to be responsible for implementing and overseeing cybersecurity policies, to adopt procedures and controls to prevent and respond to cybersecurity incidents and to include specific mandatory clauses in contracts regarding data processing, storage and cloud computing services. By virtue of the Supplementary Law No. 105 of January 10, 2001, we are also subject to strict secrecy rules on transactions, and are required to preserve the confidential nature of assets and liabilities transactions and of the services provided to our customers. Any additional privacy laws or regulations enacted or approved in Brazil or in other jurisdictions in which we operate could seriously harm our business, financial condition or results of operations.

Internationally, many jurisdictions have established their own data security and privacy legal framework with which we or our customers may need to comply, including, but not limited to, the European Union, or the “EU.” The EU’s privacy, data protection and information security landscape is currently evolving, resulting in possible significant operational costs for internal compliance and risk to our business. Within the EU, the General Data Protection Regulation, or the “GDPR,” which went into effect in May 2018 and contains numerous requirements and changes from previously existing EU law, including more robust, direct obligations on data processors in addition to data controllers, heavier documentation requirements for data protection compliance programs and significant increases in the level of sanctions for non-compliance. In particular, under the GDPR, EU data protection authorities have the power to impose administrative fines for violations of the GDPR of up to a maximum of €20 million or 4% of the data

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controller’s or data processor’s total worldwide global turnover for the preceding fiscal year, whichever is higher, and violations of the GDPR may also lead to damages claims by data controllers and data subjects. Such penalties are in addition to any civil litigation claims by data controllers, customers and data subjects. Being subject to the GDPR, we may need to take steps to cause our processes to be compliant with applicable portions of the GDPR, but we cannot guarantee that we will be able to implement changes in a timely manner or without significant disruption to our business, or that such steps will be effective, and we may face liability under the GDPR. We expect that there will be additional proposed and adopted laws, regulations and industry standards concerning privacy, dat