Delaware | 98-0212790 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||
Jacobo Cohen Imach, Esq. MercadoLibre, Inc. Dr. Luis Bonavita 1294, Of. 1733, Tower II Montevideo, Uruguay, 11300 (+598) 2-927-2770 | Duane McLaughlin, Esq. Francesca L. Odell, Esq. Cleary Gottlieb Steen & Hamilton LLP One Liberty Plaza New York, NY 10006 (212) 225-2000 | ||
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||||||||
Emerging growth company | ☐ | |||||||||||
Exact name of Additional Registrant as specified in its charter* | State or other jurisdiction of incorporation or organization | I.R.S. Employer Identification Number | Address and telephone number of principal executive offices | ||||||
MercadoLibre S.R.L. | Argentina | 98-1045729 | Av. Caseros 3039, 2nd. floor, Buenos Aires City, Argentina. C1264AAK. (+54) 11 5 168 3000 | ||||||
eBazar.com.br Ltda. | Brazil | N/A | Avenida das Nações Unidas, 3.003, Bonfim, Osasco, São Paulo. 06233-903. (+55) (11) 2543-4177 | ||||||
Mercado Pago Instituição de Pagamento Ltda | Brazil | 98-1682681 | Avenida das Nações Unidas, 3.003, Bonfim, Osasco, São Paulo. 06233-903. (+55) (11) 2543-4177 | ||||||
MercadoLibre Chile Ltda. | Chile | N/A | Av. Apoquindo N" 4800, Tower 2, Floor 21, Las Condes, Santiago, Chile. 7560969. (+56) 224112701 | ||||||
DeRemate.com de México, S. de R.L. de C.V. | Mexico | 98-1246148 | Boulevard Miguel de Cervantes Saavedra 161, 15, Colonia Granada, Miguel Hidalgo, Ciudad de México, México, CP 11520. (+52) 55 49737300 | ||||||
MP Agregador, S. de R.L. de C.V | Mexico | N/A | Boulevard Miguel de Cervantes Saavedra 161, 15, Colonia Granada, Miguel Hidalgo, Ciudad de México, México, CP 11520 (+52) 55 49737300 | ||||||
MPFS, S. de R.L. de C.V. | Mexico | N/A | Boulevard Miguel de Cervantes Saavedra 161, 15, Colonia Granada, Miguel Hidalgo, Ciudad de México, México, CP 11520. (+52) 55 49737300 | ||||||
MercadoLibre Colombia Ltda. | Colombia | N/A | Calle 100 No. 7-33 Floor 16. Bogotá D.C., Colombia. 110221. (+57) (1) 7053050 | ||||||
* | Each Additional Registrant has the same agent for service as MercadoLibre, Inc. |
• | the dependence of our business on the continued growth of online commerce and digital financial services, the commercial and financial activity that our users generate on our platforms and the availability and reliability of the Internet in Latin America; |
• | our ability to expand our operations and adapt to rapidly changing industry and technology standards in a cost-effective and timely manner; |
• | our ability to attract new customers, retain existing customers and increase revenues; |
• | litigation and legal liability; |
• | system interruptions, failures or reputational damage from the failure of users of our Marketplace to deliver merchandise or make required payments; |
• | failure or the failure of our partners to manage Mercado Pago users’ funds properly could harm our business; |
• | our ability to attract and retain qualified personnel, the loss of which could have a material adverse effect on us; |
• | consumer trends, seasonality and loss of revenue if certain items become less popular or if we fail to meet customer demand; |
• | manufacturers limiting distribution of their products by distributors, preventing distributors from selling through us or encouraging governments to limit e-commerce; |
• | security breaches, disruption and confidential data theft from our systems, which can adversely affect our reputation and business; |
• | realizing benefits from recent or future strategic investments, acquisitions of businesses, technologies, services or products, despite their capital outlay and potential dilution to our stockholders; |
• | debt instruments that contain restrictions that limit our flexibility in operating our business, and changes by any rating agency to our outlook or credit rating could negatively affect us; |
• | we are exposed to the value of digital assets that may be highly volatile and subject to risk of loss; |
• | increasing scrutiny and evolving expectations from customers, regulators, investors, and other stakeholders with respect to our environmental, social and governance practices that may impose additional costs on us or expose us to new or additional risks; |
• | legal and financial liability upon the sale of items that infringe intellectual property rights of third parties and for information and material disseminated through our platforms; |
• | adequately protecting and enforcing our intellectual property rights, which could lead us to potentially face claims alleging that our technologies infringe the property rights of others; |
• | delays or problems with operating or upgrading our existing information technology infrastructure that could cause a disruption in our business and adversely impact our financial results; |
• | our ability to secure licenses for technologies on which we rely; |
• | the risk of political and economic crises, instability, terrorism, civil strife, labor conflicts, expropriation, corruption and other risks of doing business in emerging markets; |
• | local currencies used in the conduct of our business being subject to depreciation, volatility and exchange controls; |
• | our transactions in Latin America potentially being impacted by the weaknesses of secure payment methods; |
• | the impact of government and central bank regulations on our business; |
• | Latin American governments exercising significant influence over the economies of the countries where we operate; and |
• | political, social and economic conditions in Latin America. |
• | First, the Trustee can enforce your rights against us if we default on our obligations under the terms of the applicable indenture or the debt securities. There are some limitations to the extent to which the Trustee acts on your behalf, described in the applicable prospectus supplement; and |
• | Second, the Trustee performs administrative duties for us, such as sending you interest payments, transferring your debt securities to a new holder if you sell them and sending you notices. |
• | the title of the series (which shall distinguish the series from all other series of debt securities); |
• | any limit on the aggregate principal amount of the series that may be authenticated and delivered under the Indenture; |
• | the person to whom any interest on a security of the series shall be payable, if other than the person in whose name that debt security is registered at close of business on the record date for such interest; |
• | the date or dates on which the principal of and any premium on the securities of the series is payable or the method by which such date or dates shall be determined; |
• | the rate or rates (or method for establishing the rate or rates) at which the securities of the series shall bear interest, if any, the date or dates from which such interest shall accrue, the dates on which such interest shall be payable and the record date for the interest payable (or the method for establishing such date or dates); |
• | the place or places where the principal of (and premium, if any) and interest on the securities of the series shall be payable; |
• | the period or periods within which, the price or prices at which and the terms and conditions upon which the securities of the series may be redeemed, in whole or in part, at our option; |
• | our obligation, if any, to redeem or purchase the securities of the series pursuant to any sinking fund or analogous provisions or at our option or the option of a holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which the securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation or option; |
• | if other than denominations of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof, the denominations in which the securities of the series shall be issuable; |
• | if other than the full principal amount thereof, the portion of the principal amount of securities of the series which shall be payable upon acceleration of maturity or the method by which such portion shall be determined; |
• | if other than U.S. dollars, the currency, currencies, currency unit or currency units in which the principal of, and any premium and interest on the securities of the series shall be payable; |
• | if the principal of (and premium, if any) and interest on the securities of the series are to be payable, at our election or at the election of any holder, in a currency or currencies (including composite currencies) other than that in which the securities of the series are stated to be payable, the period or periods within which, and the terms and conditions, upon which, such election may be made; |
• | if the amounts of payments of principal (and premium, if any) and interest on the securities of the series may be determined with reference to an index, the manner in which such amounts shall be determined; |
• | whether the securities of the series shall be issued in whole or in part in the form of one or more global securities and, in such case, the depository for such global security or global securities; |
• | any additional or different events of default that apply to the securities of the series, and any change in the right of the Trustee or the holders of such series of securities to declare the principal thereof due and payable; |
• | if the securities of such series are to be guaranteed by some or all of our subsidiaries and, if so, the terms of any guarantee of the payment of principal and interest with respect to the offered debt securities; |
• | whether the securities will be convertible or exchangeable into other securities, and if so, the terms and conditions upon which the offered debt securities will be convertible or exchangeable; |
• | any additional or different covenants or events of default that apply to the securities of the series; |
• | the form of the securities of the series; and |
• | any other terms of the series (which terms shall not contradict the provisions of the Indenture). |
• | DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under Section 17A of the Exchange Act. |
• | DTC holds securities that its participants deposit with DTC and facilitates the settlement among participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating the need for physical movement of securities certificates. |
• | Direct participants include securities brokers and dealers, banks, trust companies, clearing corporations and other organizations. |
• | DTC is owned by a number of its direct participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC and the Financial Industry Regulatory Authority, Inc. |
• | Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a direct participant, either directly or indirectly. |
• | The rules applicable to DTC and its direct and indirect participants are on file with the SEC. |
• | the number of shares of the preferred stock being offered; |
• | the title and liquidation preference per share of the preferred stock; |
• | the purchase price of the preferred stock; |
• | the dividend rate or method for determining the dividend rate; |
• | the dates on which dividends will be paid; |
• | whether dividends on the preferred stock will be cumulative or noncumulative and, if cumulative, the dates from which dividends shall commence to accumulate; |
• | any redemption or sinking fund provisions applicable to the preferred stock; |
• | any securities exchange on which the preferred stock may be listed; and |
• | any additional dividend, liquidation, redemption, sinking fund and other rights and restrictions applicable to the preferred stock. |
• | the title of the debt warrants; |
• | the debt securities for which the debt warrants are exercisable; |
• | the aggregate number of the debt warrants; |
• | the price or prices at which we will issue the debt warrants, the principal amount of debt securities that you may purchase upon exercise of each debt warrant and the price or prices at which such principal amount may be purchased upon exercise; |
• | currency, currencies, or currency units, if other than in U.S. dollars, in which such debt warrants are to be issued or for which the debt warrants may be exercised; |
• | the procedures and conditions relating to the exercise of the debt warrants; |
• | the designation and terms of any related debt securities issued with the debt warrants, and the number of debt warrants issued with each debt security; |
• | the date, if any, from which you may separately transfer the debt warrants and the related securities; |
• | the date on which your right to exercise the debt warrants commences, and the date on which your right expires; |
• | the maximum or minimum number of the debt warrants which you may exercise at any time; |
• | if applicable, a discussion of material U.S. federal income tax considerations; |
• | any other terms of the debt warrants and terms, procedures and limitations relating to your exercise of the debt warrants; and |
• | the terms of the securities you may purchase upon exercise of the debt warrants. |
• | the title of the warrants; |
• | the securities, which may include preferred stock, Common Stock or other securities, property or assets (including rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies, securities or indices), for which you may exercise the warrants; |
• | the aggregate number of the warrants; |
• | the price or prices at which we will issue the warrants, the number of securities or amount of other property or assets that you may purchase upon exercise of each warrant and the price or prices at which such securities, property or assets may be purchased; |
• | currency, currencies, or currency units, if other than in U.S. dollars, in which such warrants are to be issued or for which the debt warrants may be exercised; |
• | the procedures and conditions relating to the exercise of the warrants; |
• | the designation and terms of any related securities issued with the warrants, and the number of warrants issued with each security; |
• | the date, if any, from which you may separately transfer the warrants and the related securities; |
• | the date on which your right to exercise the warrants commences, and the date on which your right expires; |
• | the maximum or minimum number of warrants which you may exercise at any time; |
• | if applicable, a discussion of material U.S. federal income tax considerations; and |
• | any other terms of the warrants, including terms, procedures and limitations relating to your exchange and exercise of the warrants. |
• | If required, we will name any agent involved in offering or selling securities, and disclose any commissions that we will pay to the agent, in the applicable prospectus supplement. |
• | Unless we indicate otherwise in the applicable prospectus supplement, agents will act on a best efforts basis for the period of their appointment. |
• | Agents may be deemed to be underwriters under the Securities Act, of any of the securities that they offer or sell. |
• | If we use an underwriter or underwriters, we will execute an underwriting agreement with the underwriter or underwriters at the time that we reach an agreement for the sale of the securities. |
• | We will include the names of the specific managing underwriter or underwriters, as well as the names of any other underwriters, and the terms of the transactions, including the compensation the underwriters and dealers will receive, in the applicable prospectus supplement. |
• | The underwriters will use the applicable prospectus supplement, together with this prospectus, to sell the securities. |
• | If we use a dealer, we will sell the securities to the dealer, as principal. |
• | The dealer will then sell the securities to the public at varying prices that the dealer will determine at the time it sells the securities. |
• | We will include the name of the dealer and the terms of the transactions with the dealer in the applicable prospectus supplement. |
• | If we use delayed delivery contracts, we will disclose that we are using them in the prospectus supplement and will tell you when we will demand payment and delivery of the securities under the delayed delivery contracts. |
• | These delayed delivery contracts will be subject only to the conditions that we describe in the prospectus supplement. |
• | We will describe in the applicable prospectus supplement the commission that underwriters and agents soliciting purchases of the securities under delayed contracts will be entitled to receive. |
• | our Annual Report on Form 10-K for the year ended December 31, 2024 filed on February 21, 2025; |
• | our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2025 filed on May 8, 2025, for the quarter ended June 30, 2025 filed on August 5, 2025 and for the quarter ended September 30, 2025 filed on October 30, 2025; |
• | the information specifically incorporated by reference into our Annual Report from our definitive proxy statement on Schedule 14A, filed on April 28, 2025; and |
• | our Current Reports on Form 8-K filed on April 18, 2025, May 21, 2025, June 18, 2025, August 1, 2025 and September 16, 2025. |
Item 14. | Other Expenses of Issuance and Distribution. |
Amount to be Paid | |||
SEC registration fee | $ (1) | ||
Printing fees | (2) | ||
Legal fees and expenses | (2) | ||
Accounting fees and expenses | (2) | ||
Trustee’s and transfer agent’s fees and expenses | (2) | ||
Rating agency fees | (2) | ||
Miscellaneous | (2) | ||
Total | $ | ||
(1) | This registration statement relates to the registration of securities having an indeterminate maximum aggregate amount. Payment of the registration fee has been deferred and will be calculated and paid in accordance with Rule 456(b) and Rule 457(r) under the Securities Act. |
(2) | The estimated amounts of fees and expenses to be incurred in connection with any offering of securities pursuant to this registration statement will be determined from time to time and reflected in the applicable prospectus supplement. |
Item 15. | Indemnification of Officers and Directors. |
(a) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful. |
(b) | A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which |
(c) | (1) |
To the extent that a present or former director or officer of a corporation has been successful on | the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. For indemnification with respect to any act or omission occurring after December 31, 2020, references to “officer” for purposes of paragraphs (c)(1) and (2) of this section shall mean only a person who at the time of such act or omission is deemed to have consented to service by the delivery of process to the registered agent of the corporation pursuant to § 3114(b) of Title 10 (for purposes of this sentence only, treating residents of this State as if they were nonresidents to apply § 3114(b) of Title 10 to this sentence). |
(2) | The corporation may indemnify any other person who is not a present or former director or officer of the corporation against expenses (including attorneys’ fees) actually and reasonably incurred by he or she to the extent he or she has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein. |
(d) | Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation at the time of such determination: |
(2) | By a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; or |
(3) | By a committee of such directors designated by majority vote of such directors, even though less than a quorum; or |
(4) | If there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or |
(5) | By the stockholders. |
(e) | Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate. |
(f) | The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the Certificate of Incorporation or a bylaw shall not be eliminated or impaired by an amendment to or repeal or elimination of the Certificate of Incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, |
(g) | A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section. For purposes of this subsection, insurance shall include any insurance provided directly or indirectly (including pursuant to any fronting or reinsurance arrangement) by or through a captive insurance company organized and licensed in compliance with the laws of any jurisdiction, including any captive insurance company licensed under Chapter 69 of Title 18, provided that the terms of any such captive insurance shall: |
(2) | Exclude from coverage thereunder, and provide that the insurer shall not make any payment for, loss in connection with any claim made against any person arising out of, based upon or attributable to any (i) personal profit or other financial advantage to which such person was not legally entitled or (ii) deliberate criminal or deliberate fraudulent act of such person, or a knowing violation of law by such person, if (in the case of the foregoing paragraph (g)(1)(i) or (ii) of this section) established by a final, non-appealable adjudication in the underlying proceeding in respect of such claim (which shall not include an action or proceeding initiated by the insurer or the insured to determine coverage under the policy), unless and only to the extent such person is entitled to be indemnified therefor under this section; |
(3) | Require that any determination to make a payment under such insurance in respect of a claim against a current director or officer (as defined in paragraph (c)(1) of this section) of the corporation shall be made by an independent claims administrator or in accordance with the provisions of paragraphs (d)(1) through (4) of this section; and |
(4) | Require that, prior to any payment under such insurance in connection with any dismissal or compromise of any action, suit or proceeding brought by or in the right of a corporation as to which notice is required to be given to stockholders, such corporation shall include in such notice that a payment is proposed to be made under such insurance in connection with such dismissal or compromise. |
(h) | For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued. |
(i) | For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants or |
(j) | The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. |
(k) | The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees). |
Item 16. | Exhibits. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales of any securities registered hereby are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report, pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act of 1939. |
(d) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue |
Exhibit Number | Description | Incorporated by reference herein | |||||||
From | Date | ||||||||
1.1 | Form of Underwriting Agreement (Debt Securities)* | ||||||||
1.2 | Form of Underwriting Agreement (Equity Securities)* | ||||||||
1.3 | Form of Underwriting Agreement (Warrants)* | ||||||||
Amended and Restated Certificate of Incorporation‡ | Form S-1 Registration Statement (File No. 333-142880) | May 11, 2007 | |||||||
Amended and Restated By-laws‡ | Form S-1 Registration Statement (File No. 333-142880) | May 11, 2007 | |||||||
Indenture, dated January 14, 2021, between MercadoLibre, Inc., MercadoLibre S.R.L., Ibazar.com Atividades de Internet Ltda., eBazar.com.br Ltda., Mercado Envios Servicos de Logistica Ltda., MercadoPago.com Representações Ltda., MercadoLibre Chile Ltda., MercadoLibre, S. de R.L. de C.V., DeRemate.com de México, S. de R.L. de C.V. and MercadoLibre Colombia Ltda. and The Bank of New York Mellon, as trustee♦ | Form 8-K (File No. 001-33647) | January 14, 2021 | |||||||
4.4 | Specimen Preferred Stock certificate* | ||||||||
Form of Specimen Certificate for the Registrant’s Common Stock‡ | Form S-1/A Registration Statement (File No. 333-142880) | August 7, 2007 | |||||||
4.6 | Form of Warrant Agreement (including form of warrant certificate)* | ||||||||
4.7 | Form of debt securities* | ||||||||
Opinion of Cleary Gottlieb Steen & Hamilton LLP♦ | |||||||||
Opinion of Marval O’Farrell Mairal as to the validity of guarantees under Argentine law♦ | |||||||||
Opinion of Veirano Advogados as to the validity of guarantees under Brazilian law♦ | |||||||||
Opinion of Nader, Hayaux y Goebel, S.C. as to the validity of guarantees under Mexican law♦ | |||||||||
Opinion of Claro & Cia. as to the validity of guarantees under Chilean law♦ | |||||||||
Opinion of Brigard & Urrutia Abogados SAS as to the validity of guarantees under Colombian law♦ | |||||||||
List of Subsidiary Guarantors♦ | |||||||||
Consent of Pistrelli, Henry Martin y Asociados S.A. (Member of Ernst & Young Global Limited), Independent Registered Public Accounting Firm♦ | |||||||||
Consent of Cleary Gottlieb Steen & Hamilton LLP (included in Exhibit 5.1 to this Registration Statement)♦ | |||||||||
Consent of Marval O’Farrell Mairal (included in opinion filed as Exhibit 5.2)♦ | |||||||||
Consent of Veirano Advogados (included in opinion filed as Exhibit 5.3)♦ | |||||||||
Consent of Nader, Hayaux y Goebel, S.C. (included in opinion filed as Exhibit 5.4)♦ | |||||||||
Exhibit Number | Description | Incorporated by reference herein | |||||||
From | Date | ||||||||
Consent of Claro & Cia. (included in opinion filed as Exhibit 5.5)♦ | |||||||||
Consent of Brigard & Urrutia Abogados SAS (included in opinion filed as Exhibit 5.6)♦ | |||||||||
Power of Attorney for MercadoLibre, Inc. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for MercadoLibre S.R.L. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for eBazar.com.br Ltda. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for Mercado Pago Instituição de Pagamento Ltda (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for MercadoLibre Chile Ltda. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for MPFS, S. de R.L. de C.V. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for DeRemate.com de México, S. de R.L. de C.V. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for MP Agregador, S. de R.L. de C.V. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Power of Attorney for MercadoLibre Colombia Ltda. (incorporated by reference to the signature page of this Registration Statement)♦ | |||||||||
Statement of Eligibility on Form T-1 of The Bank of New York Mellon as Trustee for the indenture, dated as of November 13, 2025♦ | |||||||||
Filing Fee Table♦ | |||||||||
♦ | Filed herewith. |
‡ | Incorporated herein by reference. |
* | To be filed by amendment or as an exhibit to a document to be incorporated by reference, if applicable. |
MercadoLibre, Inc. | ||||||
By: | /s/ Marcos Galperin | |||||
Marcos Galperin | ||||||
Chief Executive Officer | ||||||
Signature | Title | Date | ||||
/s/ Marcos Galperin | President, Chief Executive Officer, Chairman (Principal Executive Officer) | November 17, 2025 | ||||
Marcos Galperin | ||||||
/s/ Martín de los Santos | Executive Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 17, 2025 | ||||
Martín de los Santos | ||||||
/s/ Emiliano Calemzuk | Director | November 17, 2025 | ||||
Emiliano Calemzuk | ||||||
/s/ Alejandro Nicolás Aguzin | Director | November 17, 2025 | ||||
Alejandro Nicolás Aguzin | ||||||
/s/ Henrique Dubugras | Director | November 17, 2025 | ||||
Henrique Dubugras | ||||||
/s/ Susan Segal | Director | November 17, 2025 | ||||
Susan Segal | ||||||
/s/ Richard Sanders | Director | November 17, 2025 | ||||
Richard Sanders | ||||||
Signature | Title | Date | ||||
/s/ Martin Lawson | Director | November 17, 2025 | ||||
Martin Lawson | ||||||
/s/ Nicolás Galperin | Director | November 17, 2025 | ||||
Nicolás Galperin | ||||||
/s/ Stelleo Tolda | Director | November 17, 2025 | ||||
Stelleo Tolda | ||||||
MERCADOLIBRE S.R.L | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ Juan Martin de la Serna | President | November 17, 2025 | ||||
Juan Martin de la Serna | ||||||
/s/ Daniel Rabinovich | Vice President | November 17, 2025 | ||||
Daniel Rabinovich | ||||||
/s/ Ariel Szarfsztejn | Vice President | November 17, 2025 | ||||
Ariel Szarfsztejn | ||||||
/s/ Ramiro Cormenzana | Manager | November 17, 2025 | ||||
Ramiro Cormenzana | ||||||
/s/ Marcelo Melamud | Manager | November 17, 2025 | ||||
Marcelo Melamud | ||||||
/s/ Andres Anavi | Manager | November 17, 2025 | ||||
Andres Anavi | ||||||
/s/ Alejandro Melhem | Manager | November 17, 2025 | ||||
Alejandro Melhem | ||||||
/s/ German Spataro | Manager | November 17, 2025 | ||||
German Spataro | ||||||
EBAZAR.COM.BR LTDA. | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ João Paulo Santin Lima | Administrator | November 17, 2025 | ||||
João Paulo Santin Lima | ||||||
/s/ Luiz Augusto Gomes de Mattos Campos Vergueiro | Administrator | November 17, 2025 | ||||
Luiz Augusto Gomes de Mattos Campos Vergueiro | ||||||
MERCADO PAGO INSTITUIÇÃO DE PAGAMENTO LTDA | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ Andre Santos de Rezende Chaves | Administrator | November 17, 2025 | ||||
Andre Santos de Rezende Chaves | ||||||
/s/ João Paulo Santin Lima | Administrator | November 17, 2025 | ||||
João Paulo Santin Lima | ||||||
/s/ Marcio Aparecido de Souza | Administrator | November 17, 2025 | ||||
Marcio Aparecido de Souza | ||||||
MPFS, S. DE R.L. DE C.V. | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ David Geisen | Manager | November 17, 2025 | ||||
David Geisen | ||||||
MP AGREGADOR, S. DE R.L. DE C.V. | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ Pedro Rivas Butcher | Manager | November 17, 2025 | ||||
Pedro Rivas Butcher | ||||||
DEREMATE.COM DE MÉXICO, S. DE R.L. DE C.V. | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ David Geisen | Manager | November 17, 2025 | ||||
David Geisen | ||||||
MERCADOLIBRE CHILE LTDA. | ||||||
By: | MERCADOLIBRE, INC., MANAGING PARTNER | |||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ Marcos Galperin | Director | November 17, 2025 | ||||
Marcos Galperin | ||||||
/s/ Emiliano Calemzuk | Director | November 17, 2025 | ||||
Emiliano Calemzuk | ||||||
/s/ Alejandro Nicolás Aguzin | Director | November 17, 2025 | ||||
Alejandro Nicolás Aguzin | ||||||
/s/ Henrique Dubugras | Director | November 17, 2025 | ||||
Henrique Dubugras | ||||||
/s/ Susan Segal | Director | November 17, 2025 | ||||
Susan Segal | ||||||
/s/ Richard Sanders | Director | November 17, 2025 | ||||
Richard Sanders | ||||||
/s/ Martin Lawson | Director | November 17, 2025 | ||||
Martin Lawson | ||||||
/s/ Nicolás Galperin | Director | November 17, 2025 | ||||
Nicolás Galperin | ||||||
/s/ Stelleo Tolda | Director | November 17, 2025 | ||||
Stelleo Tolda | ||||||
MERCADOLIBRE COLOMBIA LTDA. | ||||||
By: | /s/ Martín de los Santos | |||||
Name: | Martín de los Santos | |||||
Title: | Attorney-in-Fact | |||||
Signature | Title | Date | ||||
/s/ Guilherme Meliman Lomaz | Legal Representative | November 17, 2025 | ||||
Guilherme Meliman Lomaz | ||||||
Signature | Title | ||
/s/ Donald J. Puglisi | Authorized Representative in the United States | ||
Donald J. Puglisi | |||