United States securities and exchange commission logo
May 19, 2021
Sebasti n Kanovich
Chief Executive Officer
dLocal Ltd
Dr. Luis Bonavita, 1294
Montevideo
Uruguay 11300
Re: dLocal Ltd
Registration
Statement on Form F-1
Filed May 5, 2021
File No. 333-255793
Dear Mr. Kanovich:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-1 Filed May 5, 2021
Cover Page
1. We note that you have
included a graphic with various measures and metrics on the top
half of page ii. Please
revise to include context for each of these measures, such as the
applicable dates or
corresponding measurement periods.
Summary, page 2
2. Here and elsewhere in
your prospectus, we note your use of net revenue retention rate, or
NRR, for the year ended
December 31, 2020 and the three months ended March 31, 2021,
as well as the NRR for
the new merchants for the same periods. To the extent NRR is
available for the year
ended December 31, 2019 and the three months ended March 31,
Sebasti n Kanovich
dLocal Ltd
May 19, 2021
Page 2
2020, please include these figures, as appropriate. Also, please include
the corresponding
number of customers that represent the NRR for each period presented.
Finally, if
applicable, please include a breakdown of the percentage of NRR that is
attributable to
your standard fees for payment processing as compared to any start-up or
onboarding
fees.
Exhibits
3. We note prior comment 10 issued in our comment letter dated March 31,
2021 and we
reissue it. Please file your agreements with Didi, Wix, Kuaishou, Amazon,
Spotify,
Microsoft, Mailchimp, Wikimedia, your customers that account for more
than 10% of
your total revenues (as discussed on page 30), as well as any other
company with which
you have a material agreement or tell us why you believe you are not
required to do so.
Refer to Part II. Item 8.a. of Form 20-F and Item 601(b)(10) of
Regulation S-K.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact Ta Tanisha Meadows at (202) 551-3322 or Angela Lumley at
(202)
551-3398 if you have questions regarding comments on the financial statements
and related
matters. Please contact Cara Wirth at (202) 551-7127 or Mara Ransom at (202)
551-3264 with
any other questions.
Sincerely,
FirstName LastNameSebasti n Kanovich
Division of
Corporation Finance
Comapany NamedLocal Ltd
Office of Trade &
Services
May 19, 2021 Page 2
cc: Manuel Garciadiaz
FirstName LastName