SAFETY AND EXCHANGES COMMISSION
Washington, D.C. 20549
FORM 6-K
Foreign Private Issuer Declaration Pursuant to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934
For the month of September 2022
Board file number 001-41129
Nu Holdings Ltd.
(Exact name of the declarant as specified in its charter)
Nu Holdings Ltd.
(Translation of the holder’s name in English)
Campbells Corporate Services Limited, Floor 4, Willow House, Cricket Square, KY1-9010 Grand Cayman, Cayman Islands
+1 345 949 2648
(Address of main executive office)
Indicate with a tick whether the registered person files or will file annual reports in 20-F or 40-F envelopes.
Form 20-F (X) Form 40-F
Indicate with a check mark whether the registrant, in providing the information in this form, is also providing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No (X)
Nu Holdings Ltd.
(there “Company“)
Written resolutions of the Directors of the Company dated September 15, 2022
adopted in accordance with the Articles of Association of the Company (the “Articles”)
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The undersigned, being all the Directors of the Company for the time being (the “Directors“), take the following measures and adopt the following resolutions.
DISCLOSURE OF INTERESTS
IT IS NOTED THAT to the extent that any director has a personal interest, direct or indirect, in the matters contemplated by such resolutions which he or she is required to disclose pursuant to the articles of association or pursuant to applicable law or otherwise or which may disqualify such person from approving such resolutions, such disclosure has been made and such director may vote and act on the matters contemplated herein.
UNREGISTRATION AND CONVERSION OF THE BDRS PROGRAM
IT IS NOTED THAT:
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1. |
it is proposed that the Board examines, discusses and decides on the proposal to delist the Company as a foreign issuer in Brazil, before the Brazilian Securities Commission (Comissão de Valores Mobiliários -“GVC“) and the termination of its Brazilian Level III certificate of deposit (“Tier III BDRs“) program (“Level III BDR Program“), which will be done in accordance with a voluntary exit plan from the BDR Level III program, in accordance with CVM regulations as well as the regulations of the Brazilian Stock Exchange (B3 SA – Brasil, Bolsa, Balcão – “B3“). |
BE IT RESOLVED THAT:
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1. |
it is in the Company’s interest to pursue delisting as a foreign issuer in Brazil prior to the CVM and the discontinuation of its Level III BDR program; |
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2. |
any director or officer of the Company (collectively, the “Authorized officers“) are, and each of them is hereby authorized and instructed, in the name and on behalf of the Company, to cause to be prepared, executed and filed with the CVM and B3 the request for delisting as an issuer foreigner in Brazil, in accordance with the voluntary withdrawal plan of the BDR Level III program, which will involve: |
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a) |
request for delisting as a foreign issuer in Brazil, pursuant to CVM Resolution No. 80, dated March 29, 2022 (“CVM resolution 80“) and CVM instruction no. 332 of April 4, 2000 (“MCV instruction 332“); |
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a) |
request to interrupt the BDR level III program, in accordance with instruction CVM 332 and resolution CVM 80; |
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b) |
application for registration as a sponsor of a Brazilian Level I certificate of deposit (“Tier I BDRs“) program (“Level I BDR Program“), which will represent the same number of Class A ordinary shares as Level III BDRs, being one-sixth (1/6) of a Class A ordinary share, in accordance with CVM Instruction 332 and resolution 80 CVM; and |
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vs) |
making available to Level III BDR holders three options in light of the discontinuation of the Level III BDR program, being (i) to remain a shareholder of the Company, through the receipt of Class A common stock at the New York stock exchange (“NYSE“), in proportion to the number of Level III BDRs held by each investor; (ii) receive the proceeds from the sale of their BDRs or Class A ordinary shares underlying the Level III BDRs, as authorized by CVM and of B3, held by the respective investor, in a sales establishment to be structured by the Company; or (iii) receive a Level I BDR in exchange for his Level III BDR. |
GENERAL AUTHORIZATION
BE IT RESOLVED THAT any director or officer of the Company be and is hereby authorized to do all such acts and things and to accept and execute all other documents on behalf of the Company which may be necessary in order to carry out the actions contemplated by the resolutions foregoing (including as deeds, if any) and generally to execute all documents which may be required in connection with the actions contemplated by the foregoing resolutions and the execution and delivery by such director or officer of such documents being conclusive evidence of their and the Company’s agreement to the final agreement to the terms and conditions thereof.
BE IT RESOLVED THATto the extent that any director or officer has taken any action or executed any document or covenant prior to the date hereof which would have been approved had it been taken or executed after the date hereof, such shall and shall be hereby ratified, approved and confirmed.
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IN WITNESS WHEREOF, each of the undersigned, being all directors of the Company for the time being, has signed these resolutions in writing on the date above indicated. These resolutions may be signed in counterparts and each copy will be deemed to be an original and which copies taken together will constitute one and the same document.
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________________________ |
___________________________ |
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David Velez Osorno |
Anita Mary Sands |
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________________________ |
___________________________ |
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Daniel Krepel Goldberg |
Douglas Mauro Leone |
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________________________ |
___________________________ |
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Jacqueline Dawn Reses |
Luis Alberto Moreno Mejia |
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________________________ |
___________________________ |
| Muhtar Ahmet Kent | Rogerio Paulo Calderon Peres |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be executed on its behalf by the undersigned, duly authorized thereto.
| Nu Holdings Ltd. | ||
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By: |
/s/ Guilherme Lake |
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Guilherme Lake |
Date: September 20, 2022
