intr-20231231


As filed with the Securities and Exchange Commission on April 30, 2024

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report

For the fiscal year ended December 31, 2023

Commission file number: 333-260701

Inter & Co, Inc.
(Exact Name of Registrant as specified in its charter)

The Cayman Islands
(Jurisdiction of incorporation or organization)

Av Barbacena, 1.219, 22nd Floor
Belo Horizonte, Brazil, ZIP Code 30 190-131

Telephone: +55 (31) 2138-7978
(Address of principal executive offices)

Santiago Horacio Stel

Chief Financial Officer

ir@inter.co

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Class A common shares, par value of US$0.0000025 per share

INTR

The NASDAQ Global Select Market

Securities registered or to be registered pursuant to Section 12(g) of the Act:
None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Class A common shares

The number of outstanding shares of each class of stock of Inter & Co, Inc. as of December 31, 2023 was:
117,037,105 Class B common shares, each with par value of US$0.0000025
285,153,435 Class A common shares, each with par value of US$0.0000025

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒

No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐

No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒

No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “large accelerated filer,” “accelerated filers,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.(Check one):]

Large Accelerated Filer ☒

Accelerated Filer ☐

Non-accelerated Filer ☐

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐

International Financial Reporting Standards as issued by the International Accounting Standards Board ☒

Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 ☐

Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐

No ☒

INTER & CO, INC

TABLE OF CONTENTS


			Page
Presentation of Financial and other Information			1
Forward-Looking Statements			10

PART I

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS			12
A. Directors and Senior Management			12
B. Advisers			12
C. Auditors			12
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE			12
A. Offer Statistics			12
B. Method and Expected Timetable			12
ITEM 3. KEY INFORMATION			12
A. Reserved			12
B. Capitalization and Indebtedness			12
C. Reasons for the Offer and Use of Proceeds			12
D. Risk Factors			12
ITEM 4. INFORMATION ON THE COMPANY			46
A. History and Development of the Company			46
B. Business Overview			47
C. Organizational Structure			76
D. Property, Plant and Equipment			77
ITEM 4A. UNRESOLVED STAFF COMMENTS			77
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS			77
A. Operating Results			77
B. Liquidity and Capital Resources			88
C. Research and Development, Patents and Licenses, Etc.			92
D. Trend Information			92
E. Critical Accounting Estimates			92
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES			93
A. Directors and senior management			93
B. Compensation			97
C. Board Practices			99
D. Employees			100
E. Share ownership			102
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS			102
A. Major Shareholders			102
B. Related party transactions			103
C. Interests of experts and counsel			104
ITEM 8. FINANCIAL INFORMATION			105
A. Consolidated statements and other financial information			105
B. Significant changes			105
ITEM 9. THE OFFER AND LISTING			106
A. Offering and listing details			106
B. Plan of distribution			106
C. Markets			106
D. Selling shareholders			106
E. Dilution			106
F. Expenses of the issue			106


ITEM 10. ADDITIONAL INFORMATION			106
A. Share capital			106
B. Memorandum and articles of association			106
C. Material contracts			126
D. Exchange controls			126
E. Taxation			126
F. Dividends and paying agents			132
G. Statement by experts			132
H. Documents on display			132
I. Subsidiary information			132
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			132
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES			133
A. Debt securities			133
B. Warrants and rights			133
C. Other securities			133