United States securities and exchange commission logo
November 16, 2021
David V lez Osorno
Chief Executive Officer
Nu Holdings Ltd.
Campbells Corporate Services Limited, Floor 4
Willow House, Cricket Square, KY1-9010
Grand Cayman, Cayman Islands
Re: Nu Holdings Ltd.
Registration
Statement on Form F-1
Filed November 1,
2021
File No. 333-260649
Dear Mr. Osorno:
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.
F-1 Registration Statement filed November 1, 2021
The Offering, page 17
1. You disclose that total
ordinary shares to be outstanding immediately after the global
offering will be
4,600,467,348 after the sale and issuance of 289,150,155 Class A ordinary
shares based on
4,244,767,963 shares outstanding as of September 30, 2021 plus (i) the
Share Capital
Conversion, (ii) the issuance of 830,490 Class A ordinary shares at
the closing of our
acquisition of Spin Pay in October 2021, (iii) 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,
(iv) 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. However by our calculation, such
David V lez Osorno
Nu Holdings Ltd.
November 16, 2021
Page 2
amount would be 4,600,580,932. Please reconcile and revise your
disclosures
accordingly, including on pages 23, 95, 97 and 98.
Customer Program, page 17
2. Please provide us with your legal analysis as to why registration is not
required for the
BDRs that will be issued pursuant to the customer program.
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 Michelle Miller at (202) 551-3368 or Sharon Blume at
(202) 551-
3474 if you have questions regarding comments on the financial statements and
related
matters. Please contact Tonya K. Aldave at (202) 551-3601 or Erin Purnell at
(202) 551-3454
with any other questions.
Sincerely,
FirstName LastNameDavid V lez Osorno
Division of
Corporation Finance
Comapany NameNu Holdings Ltd.
Office of Finance
November 16, 2021 Page 2
cc: Byron B. Rooney, Esq.
FirstName LastName