F-4MEF

As filed with the Securities and Exchange Commission on May 10, 2022

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-4
Registration Statement

Under
the Securities Act of 1933

INTER & CO, INC.

(Exact Name of Registrant as Specified in its Charter)

N/A
(Translation of Registrant’s Name into English)

Cayman Islands	6029	Not Applicable
(State or Other Jurisdiction of Incorporation or Organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

Av Barbacena, 1.219, 22nd Floor
Belo Horizonte, Brazil, ZIP Code 30 190-131
Telephone: +55 (31) 2138-7978
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Cogency Global, Inc.
122 East 42^nd Street, 18^th floor
New York, NY, 10168
United States
Telephone: +1 212 947 7239
(Name, address, including zip code, and telephone number, including area code, of agent of service)

Copies to:
Francesca L. Odell
Jonathan Mendes de Oliveira
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2530

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this Registration Statement.

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. x 333-260701

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. ¨

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)	¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)	¨
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	x

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. ¨

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended.

This Registration Statement relates to the post-effective amendment No. 3 to the Registration Statement on Form F-4 (File No. 333-260701) (the “Prior Registration Statement”), declared effective on May 4, 2022 by the Commission, and is being filed for the purpose of registering additional securities in an amount that does not exceed 20% of the Proposed Maximum Aggregate Offering Price of securities remaining available for issuance under the Prior Registration Statement. The Registrant hereby incorporates by reference into this Registration Statement on Form F-4 in its entirety the Prior Registration Statement, including each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated by reference therein and all exhibits thereto. The required opinion and consents are listed on the Exhibit Index included herein, and are filed with this Registration Statement.

PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit No.	Exhibit
5.1	Opinion of Maples and Calder, Cayman Islands counsel of Inter & Co, as to the validity of the Class A Common Shares
5.2	Opinion of Machado, Meyer, Sendacz e Opice Advogados, Brazilian counsel of Inter & Co, as to the validity of the BDRs being registered
23.1	Consent of KPMG Auditores Independentes Ltda. with respect to the consolidated financial statements
23.2	Consent of Maples and Calder (included in Exhibit 5.1)
23.3	Consent of Machado, Meyer, Sendacz e Opice Advogados (included in Exhibit 5.2)
24.1*	Power of Attorney (filed as Exhibit 24.1 to the Registrant’s Registration Statement on Form F-4 (File No. 333-260701) on November 3, 2021)
107	Exhibit Filing Fees

*            Previously filed

II-1

SIGNATURES OF INTER & CO, INC.

Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Belo Horizonte, Brazil, on May 10, 2022.

INTER & CO, INC.
By:	/s/ João Vitor N. Menin T. de Souza
	Name: João Vitor N. Menin T. de Souza
	Title: Chief Executive Officer

By:	/s/ Helena Lopes Caldeira
	Name: Helena Lopes Caldeira
	Title: Chief Financial and Investors Relation Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated in respect of Inter & Co, Inc. on May 10, 2022.

Name		Title	Date
By:	/s/ João Vitor N. Menin T. de Souza	Chief Executive Officer	May 10, 2022
João Vitor N. Menin T. de Souza
By:	/s/ Helena Lopes Caldeira	Chief Financial Officer and Investors	May 10, 2022
Helena Lopes Caldeira		Relation Officer
By:	*	Director	May 10, 2022
Rubens Menin Teixeira de Souza
By:	*	Director	May 10, 2022
Maria Fernanda Nazareth Menin Teixeira de Souza Maia
Cogency Global, Inc. Authorized Representative in the United States		Sr. Vice President	May 10, 2022
By:	/s/ Colleen A. De Vries
Colleen A. De Vries

* By attorney-in-fact:

By:	/s/ Helena Lopes Caldeira
Name: Helena Lopes Caldeira

II-2

EX-5.1

Exhibit 5.1

Our ref ADN/782068-000001/70588291v3

Inter & Co, Inc.
PO Box 309, Ugland House
Grand Cayman KY1-1104
Cayman Islands

10 May 2022

Dear Sirs

Inter & Co, Inc.

We have acted as counsel as to Cayman Islands law to Inter & Co, Inc. (the "Company") in connection with the Company's registration statement on Form F-4, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "SEC") pursuant to Rule 462(b) under the United States Securities Act of 1933, as amended (the "Securities Act") (including its exhibits, the "Rule 462(b) Registration Statement"), which incorporates by reference the registration statement on Form F-4 (file number 333-260701), declared effective on May 4, 2022 (the “Registration Statement” and, together with the Rule 462(b) Registration Statement, the “Registration Statements”), in connection with the registration of up to 6,028,500 Class A common shares of US$0.0000025 par value each in the capital of the Company (including shares to be issued by the Company underlying the Inter Platform Brazilian Depository Shares issued by the Company in accordance with the Registration Statement) (the "Shares").

1 Documents Reviewed

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

1.1 The certificate of incorporation with respect to the Company dated 26 January 2021, the certificate of incorporation on change of name with respect to the Company dated 12 April 2022, the Company’s memorandum and articles of association in effect at the date of this opinion letter and the amended and restated memorandum and articles of association of the Company that will become effective in accordance with the special resolution passed on 28 April 2022 (the "Memorandum and Articles").

1.2 The written resolutions of the board of directors of the Company dated 10 May 2022 (the "Board Resolutions") and the corporate records of the Company maintained at its registered office in the Cayman Islands.

1.3 A certificate of good standing with respect to the Company issued by the Registrar of Companies dated 13 April 2022 (the "Certificate of Good Standing").

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

1.5 The Registration Statements.

2 Assumptions

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

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

2.2 All signatures, initials and seals are genuine.

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

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

2.5 The Memorandum and Articles will become effective in accordance with the special resolution passed on 28 April 2022 and once effective, will remain in full force and effect and unamended.

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

2.7 The Shares that will be issued in accordance with the Registration Statements will be duly registered, and will continue to be registered, in the Company’s register of members (shareholders).

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

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

2

3 Opinions

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

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

3.2 The Shares to be issued by the Company as contemplated by the Rule 462(b) Registration Statement have been duly authorised for issue and when such Shares are issued by the Company in accordance with the Memorandum and Articles and upon payment in full being made therefor as contemplated in the Rule 462(b) Registration Statement and such Shares being entered as fully-paid on the register of members of the Company, such Shares will be validly issued, fully-paid and non-assessable. As a matter of Cayman Islands law, a share is only issued when it has been entered in the register of members (shareholders).

4 Qualifications

The opinions expressed above are subject to the following qualifications:

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

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

4.3 In this opinion letter, the phrase "non-assessable" means, with respect to shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

4.4 We express no opinion as to the meaning, validity or effect of any references to foreign (i.e. non-Cayman Islands) statutes, rules, regulations, codes, judicial authority or any other promulgations and any references to them in the Registration Statements.

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

3

We hereby consent to the filing of this opinion letter as an exhibit to the Rule 462(b) Registration Statement and to the reference to our firm under the headings “Inter & Co - Share Capital and Constituent Documents - Shareholders’ Suits,” "Legal Matters" and “Enforceability of Civil Liabilities” in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the SEC thereunder.

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

Yours faithfully

/s/ Maples and Calder (Cayman) LLP

Maples and Calder (Cayman) LLP

4

Inter & Co, Inc.

PO Box 309, Ugland House

Grand Cayman KY1-1104

Cayman Islands

10 May 2022

To:	Maples and Calder (Cayman) LLP
	PO Box 309, Ugland House
	Grand Cayman
	KY1-1104
	Cayman Islands

Dear Sirs

Inter& Co, Inc. (the "Company")

I, the undersigned, being a director of the Company, am aware that you are being asked to provide an opinion letter (the "Opinion") in relation to certain aspects of Cayman Islands law. Unless otherwise defined herein, capitalised terms used in this certificate have the respective meanings given to them in the Opinion. I hereby certify that:

1 The special resolution passed on 28 April 2022 was duly passed in the manner prescribed in the Company’s memorandum and articles of association in effect at the time and has not been amended, varied or revoked in any respect.

2 The Board Resolutions were duly passed in the manner prescribed in the Company’s memorandum and articles of association in effect at the time (including, without limitation, with respect to the disclosure of interests (if any) by directors of the Company) and have not been amended, varied or revoked in any respect (other than as expressly set out in the Board Resolutions themselves).

3 The shareholders of the Company (the "Shareholders") have not restricted the powers of the directors of the Company in any way.

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

5 The directors of the Company at the date of the Board Resolutions and the date of this certificate are as follows: Rubens Menin Teixeira de Souza and Maria Fernanda Nazareth Menin Teixeira de Souza Maia.

6 The authorised share capital of the Company under the Memorandum and Articles is US$50,000 divided into 20,000,000,000 shares of a nominal or par value of US$0.0000025 each which, at the date the Memorandum and Articles becomes effective, will comprise (i) 10,000,000,000 Class A Common Shares; and (ii) 5,000,000,000 Class B Common Shares (which Class B Common Shares may be converted into Class A Common Shares in the manner contemplated in the Articles of Association of the Company); and (iii) 5,000,000,000 shares of such class or classes (howsoever designated) and having the rights as the board of directors of the Company may determine from time to time in accordance with Article 4 of the Articles of Association of the Company.

5

7 The issued share capital of the Company at the date of this certificate is 228,799,712 Common Shares and 38,274,497 Preferred Shares of a par value of US$0.00001 each, which have been issued as fully paid and non-assessable.

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

9 The minute book and corporate records of the Company as maintained at its registered office in the Cayman Islands and made available to you are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Shareholders and directors (or any committee thereof) of the Company (duly convened in accordance with the Company’s memorandum and articles of association in effect at the time) and all resolutions passed at the meetings or passed by written resolution or consent, as the case may be.

10 The Company has not entered into any mortgages or charges over its property or assets other than those entered in the register of mortgages and charges of the Company.

11 Prior to, at the time of, and immediately following the approval of the transactions the subject of the Registration Statement the Company was, or will be, able to pay its debts as they fell, or fall, due and has entered, or will enter, into the transactions the subject of the Registration Statement for proper value and not with an intention to defraud or wilfully defeat an obligation owed to any creditor or with a view to giving a creditor a preference.

12 Each director of the Company considers the transactions contemplated by the Registration Statement to be of commercial benefit to the Company and has acted in good faith in the best interests of the Company, and for a proper purpose of the Company, in relation to the transactions which are the subject of the Opinion.

13 To the best of my knowledge and belief, having made due inquiry, the Company is not the subject of legal, arbitral, administrative or other proceedings in any jurisdiction. Nor have the directors or Shareholders taken any steps to have the Company struck off or placed in liquidation, nor have any steps been taken to wind up the Company. Nor has any receiver been appointed over any of the Company's property or assets.

6

I confirm that you may continue to rely on this certificate as being true and correct on the day that you issue the Opinion unless I shall have previously notified you in writing personally to the contrary.

Signature:	/s/ Rubens Menin Teixeira de Souza
Name:	Rubens Menin Teixeira de Souza
Title:	Director

[Signature page of Director Certificate for Maples Validity Opinion]

7

EX-5.2

Exhibit 5.2

Machado Meyer Advogados
Ed. Seculum II - Rua José Gonçalves de
Oliveira, nº 116, 5º andar
São Paulo, SP
+55 (11) 3150-7000

São Paulo, May 10, 2022.

To:

Inter & Co, Inc.

PO Box 309, Ugland House,

Grand Cayman KY1-1104

Cayman Islands

Ladies and Gentlemen:

We refer to the Registration Statement on Form F-4 (the “Rule 462(b) Registration Statement”) of Inter & Co, Inc (“Company”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”). We have acted as Brazilian legal counsel for the Company in connection with the issuance by Banco Bradesco S.A. (the “Depositary”), with its principal place of business at Cidade de Deus, 1º andar do Prédio Amarelo, CEP 06029-900, City of Osasco, State of São Paulo (SP), registered with the National Corporate Taxpayers Register of the Ministry of Finance under CNPJ/MF No. 60.746.948.0001-12, of security deposit certificates denominated Brazilian Depositary Receipts (“BDR” or “BDRs”), each one representing one Class A share issued by the Company, to be delivered to the holders of common shares (ações ordinárias), preferred shares (ações preferenciais), and units (each of which represents one common share and two preferred shares) of Banco Inter S.A. (“Inter” and the “Inter Securities”) which tender their Inter Securities in Proposed Transaction (as such term is defined in the Registration Statement), implemented by and between Inter and Inter Holding Financeira S.A., Inter’s direct controlling shareholder and controlled by the Company, as described in the registration statement on Form F-4 (file number 333-260701), declared effective on May 4, 2022 (the “Registration Statement” and, together with the Rule 462(b) Registration Statement, the “Registration Statements”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Registration Statement.

For the purpose of giving this opinion, we have examined all documents as we have considered desirable for such purpose, including originals, photostatic copies or copies authenticated to our satisfaction of such corporate records of the Company and the Depositary, certificates of public officials, officers of the Company and the Depositary and other persons and such others documents, agreements and instruments and such matters of law as we have deemed necessary or appropriate in connection with the opinions hereinafter expressed.

We have not made any investigation of the laws of any jurisdiction outside the Federative Republic of Brazil (“Brazil”) and this opinion is given solely in respect of the laws of Brazil as of the date hereof and documents prepared, ruled and executed according to the laws of Brazil, and not in respect of any other laws or documents.

1

In our examination, and in rendering the opinions expressed below, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies, the due authority of the parties thereto and the validity and enforceability of such documents executed under the laws of any jurisdiction other than Brazil.

In addition, we have assumed (1) the due authorization, execution and delivery of each of the Transaction Documents by each of the parties thereto (other than the Depositary), (2) that the performance thereof is within the capacity and powers of each of the parties thereto (other than the Depositary), (3) the validity and enforceability of each of the related documents under the laws to which such documents are expressed to be governed (other than the laws of Brazil) and, insofar as any obligation expressed to be incurred under any of the related documents is to be performed in or is otherwise subject to the laws of any jurisdiction (other than Brazil), the legality of such performance under the laws of such jurisdiction, (4) that each of the parties to the related documents (other than the Depositary) has been duly organized and established and is validly existing under the laws of the jurisdiction of its incorporation at the date of execution of the relevant documents, (5) that each of the parties to the relevant documents (other than the Depositary) has all necessary regulatory and other approvals, exemptions, licenses and authorizations to perform its obligations under such of the relevant documents to which it is a party, and (6) that there are no other documents, agreements or other arrangements involving any of the parties to the related documents that may in any way affect the opinions expressed herein.

Based on the above assumptions and subject to the reservations set out below, we are of the opinion that:

a) the Depositary is a sociedade por ações duly incorporated and validly existing under the laws of Brazil, with full corporate power and authority to enter the agreements related to the issuance of the BDRs;

b) this opinion relates to the issuance of the BDRs after the date hereof. The issuance of the BDRs is conditioned on the implementation of the Proposed Transaction and compliance by the Company with the provisions in the “Contrato de Prestação de Serviços de Banco Emissor e Depositário de Brazilian Depositary Receipt”, entered by and between the Company and Depositary (the “Deposit Agreement”), in particular the prior deposit of the Class A shares underlying the BDRs to be carried out by the Company (or third party on behalf and at order of the Company) with the Depositary. By effect thereof, such BDRs to be issued by the Depositary will be duly authorized, fully paid, non-assessable and validly issued under the existing laws of Brazil; and

c) The BDRs shall grant to their holders the same rights and advantages of the underlying Class A Shares, with the following observations: (i) BDR holders shall not be direct shareholders of the Company; (ii) the exercise of the rights granted to BDR holders is subject to the terms and conditions established in the Deposit Agreement; and (iii) the exercise of the rights granted to BDR holders is subject to restrictions established by the applicable Brazilian laws and regulations.

2

This opinion is further subject to the following qualifications:

a) in the event that any suit is brought against the Depositary in Brazil, (i) certain court costs and deposits to guarantee judgment may be due from the plaintiff, and (ii) for the purposes of a bankruptcy request, the defendant may be entitled to damages if such request is found to be made in bad faith (má-fé);

b) enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, judicial and out-of-court reorganization proceedings, moratorium, liquidation and other laws of general application relating to or affecting the rights of creditors; (ii) possible unavailability of specific performance, summary proceeding (processo executivo) or injunctive relief; and (iii) concepts of materiality, reasonableness, good faith and fair dealing, such as contractual conditions providing that a certain act or fact shall be determined solely by one party (condição potestativa). Enforcement of indemnification provisions may be limited by considerations of public policy;

c) any provisions of any of the Deposit Agreement providing that any specification or determination will be conclusive and binding will not be conclusive and binding if such specification or determination is fraudulent and will not necessarily prevent judicial inquiry into the merits of any claim by an aggrieved party;

d) we express no opinion as to the validity or enforceability of contractual provisions exculpating or exempting a party from, or requiring indemnification of a party for its own action or inaction, to the extent such action or inaction involves gross negligence or willful or unlawful conduct (culpa or dolo); and

e) if any suit is brought against the Depositary, service of process upon the Depositary, if made in Brazil, must be effected in accordance with Brazilian law.

We are only admitted to practice law in Brazil and the opinions expressed herein are limited to the laws of Brazil as in force on the date hereof. The phrase “to our knowledge” and similar expressions as used herein refer to the actual knowledge of the individual lawyers in the firm who have participated directly and substantially in the specific transaction to which this opinion relates.

This opinion is being furnished by us, as Brazilian counsel to the Company, solely for the use and benefit of the addressee in connection with the Proposed Transaction and is not to be used, circulated, quoted, relied upon or otherwise referred to for any purpose or by any other person. Notwithstanding the foregoing, we hereby consent to the filing of this opinion, for information purposes only, as an exhibit to the Rule 462(b) Registration Statement and to the use of our name under the captions “Legal matters” and “Enforceability of Civil Liabilities” in the related prospectus included in the Registration Statement. In giving this consent, we do not admit that we are experts under the Act or the rules and regulations of the SEC issued thereunder with respect to any part of the Registration Statements, including this opinion.

Very truly yours,

/s/ Machado, Meyer, Sendacz e Opice Advogados

Machado, Meyer, Sendacz e Opice

A d v o g a d o s

3

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated April 15, 2022, with respect to the consolidated financial statements of Inter Platform, Inc. incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

/s/ KPMG Auditores Independentes Ltda

Belo Horizonte, Brazil

May 10, 2022

EX-FILING FEES

EX-FILING FEES

Calculation of Filing Fee Tables

Form F-4
(Form Type)

Inter & Co, Inc.
(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

	Security Type	Security Class Title(1)(2)	Fee Calculation or Carry Forward Rule	Amount Registered			Proposed Maximum Offering Price Per Unit		Maximum Aggregate Offering Price			Fee Rate		Amount of Registration Fee
Newly Registered Securities
Fees to Be Paid	Equity	Class A common shares, par value US$0.0000025	Other		6,028,500	(3)(4)		—	US$	35,550,254.53	(5)	US$	0.0000927	US$	3,295.51
Fees Previously Paid	—	—	—		—			—		—			—		—
	Total Offering Amounts													US$	3,295.51
	Total Fees Previously Paid														—
	Total Fee Offsets														—
	Net Fee Due													US$	3,295.51

(1)	The securities being offered hereby will be initially issued in the form of Brazilian Depositary Shares of the registrant, referred to as Inter & Co BDRs. Each Inter & Co BDR represents one Class A common shares, par value US$0.0000025 of Inter & Co, Inc., referred to as Inter & Co Class A Common Shares. The Inter & Co BDRs will be issuable upon deposit of Inter & Co Class A Common Shares with Banco Bradesco S.A., acting as the depositary.
(2)	Pursuant to Rule 416 under the Securities Act, this registration statement also covers an indeterminate number of additional Inter & Co, Inc. Class A Common Shares as may be issuable as a result of stock splits, stock dividends or similar transactions.
(3)	This registration statement relates to the registration statement on Form F-4, as amended (file number 333-260701), declared effective on May 4, 2022 (the “Prior Registration Statement”). In accordance with Rule 462(b) under the Securities Act of 1933, as amended, an additional amount of securities having a proposed maximum aggregate offering price of no more than 20% of the proposed maximum aggregate offering price of the securities eligible to be sold under the Registration Statement (US$3,216,763,927.00), or $643,352,785.40, may be registered hereby.
(4)	Represents the product of (a) the additional number of Class A Shares number of Class A common shares, US$0.0000025 par value, of the registrant issuable upon completion of the Proposed Transaction described in the Prior Registration Statement and represents 24,114,000 preferred shares of Banco Inter and 12,057,000 common shares of Banco Inter issuable pursuant to stock option plans approved after the first public filing of the Prior Registration Statement and (b) 0.16666666667, which is the exchange ratio under the Proposed Transaction. The amount to be registered includes the Class A Common Shares to be held by the depositary of the Brazilian Depositary Receipts to be issued by the registrant as part of the consideration in the Proposed Transaction.
(5)	Pursuant to Rules 457(c) and 457(f)(1) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is (a) the product of (x) US$0.96 (the average of the high and low prices of Banco Inter common stock as reported on B3 on May 4, 2022, calculated at the exchange rate of Brazilian reais per U.S. dollar of R$5.0093 (as reported by the Brazilian Central Bank on May 4, 2022)) times (y) the number of common shares of Banco Inter issuable pursuant to Banco Inter’s stock option plans approved after the first public filing to the Prior Registration Statement plus (b) the product of (x) US$0.99 (the average of the high and low prices of Banco Inter preferred stock as reported on B3 on May 4, 2022, calculated at the exchange rate of Brazilian reais per U.S. dollar of R$5.0093 (as reported by the Brazilian Central Bank on May 4, 2022)) times (y) the number of preferred shares of Banco Inter issuable pursuant to Banco Inter’s stock option plans approved after the first public filing of the Prior Registration Statement.

1

Table 2: Fee Offset Claims and Sources

N/A

Table 3: Combined Prospectuses

N/A

2