Please wait



Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
Checkbox not checked   Rule 13d-1(c)
Checkbox not checked   Rule 13d-1(d)


SCHEDULE 13D/A 0001140361-20-021306 0001825814 XXXXXXXX LIVE 2 Ordinary shares, no par value 12/23/2024 false 0001703141 G27358103 Despegar.com, Corp. Commerce House, 4th Floor Wickhams Cay 1 Road Town, Tortola D8 VG1110 Dan Reid, LCLA Daylight LP c/o (212) 600-2139 Catterton Latin America Management, LLC 30 Rockefeller Plaza, Suite 5405 New York NY 10112 0001825814 N LCLA Daylight LP b OO N DE 0 7992759 0 7992759 7992759 N 10.3 PN Y CALA 2 Managers Ltd b OO N E9 0 7992759 0 7992759 7992759 N 10.3 OO Y Scott A. Dahnke b OO N X1 0 7992759 0 7992759 7992759 N 10.3 IN Y Dirk Donath b OO N X1 0 7992759 0 7992759 7992759 N 10.3 IN Ordinary shares, no par value Despegar.com, Corp. Commerce House, 4th Floor Wickhams Cay 1 Road Town, Tortola D8 VG1110 The Report on Schedule 13D relating to the ordinary shares, no par value (the "Ordinary Shares"), of Despegar.com, Corp., a British Virgin Islands corporation (the "Issuer"), initially filed with the Securities and Exchange Commission (the "SEC") on September 23, 2020, as amended and supplemented by the Amendment filed on June 17, 2024 (together, the "Schedule 13D") is amended and supplemented to include the information set forth in this Report on Schedule 13D/A (this "Amendment"). Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms not defined in this Amendment have the meanings given to such terms in the Schedule 13D. Item 4 of the Schedule 13D is amended and supplemented as follows: Merger Agreement On December 23, 2024, the Issuer entered into an Agreement and Plan of Merger by and among MIH Internet Holdings B.V. ("Parent"), MIH Investments Merger Sub Limited and the Issuer (the "Merger Agreement"). Pursuant to the Merger Agreement, each Ordinary Share of the Issuer will be converted into the right to receive $19.50 per share in cash. The Issuer's outstanding Series A Preferred Shares, no par value per share (the "Series A Preferred Shares"), will be cancelled and converted into the right to receive payment of the amount due in accordance with their terms. Closing is subject to the approval of the Issuer's shareholders, the receipt of required regulatory clearances and other customary closing conditions. Voting Agreement In connection with the Merger Agreement, on December 23, 2024, certain shareholders of the Issuer, including LCLA Daylight LP, entered into a Voting and Support Agreement with Parent pursuant to which LCLA Daylight LP agreed, among other things and subject to the terms and conditions of the Voting Agreement, to vote the Ordinary Shares and Series A Preferred Shares (the "Subject Shares") beneficially owned by such entity in favor of the approval and adoption of the Merger Agreement and the transactions contemplated therein. Additionally, pursuant to the Voting Agreement, LCLA Daylight LP and the other shareholders signatory thereto granted an irrevocable proxy appointing Parent as such shareholder's attorney-in-fact and proxy, with full power of substitution, for and in such shareholder's name, to vote, express consent or dissent, or otherwise utilize such voting power as Parent or its proxy or substitute shall, in Parent's sole discretion, deem proper with respect to the Subject Shares if such shareholder is unable to perform or otherwise does not perform its obligations under the Voting Agreement. The foregoing description of the Voting Agreement is qualified by reference to the Voting Agreement, a copy of which is attached hereto as Exhibit 1 and is incorporated by reference in this Item 4. The Voting Agreement may result in the Reporting Persons being deemed a "group" with Parent, the other shareholders signatory thereto, and their affiliates (collectively, the "Applicable Persons"). The Reporting Persons expressly disclaim beneficial ownership of any securities beneficially owned by the Applicable Persons and the existence of any such group. Item 5 of the Schedule 13D is hereby amended and restated to read as follows: The information set forth in Items 2, 3 and 4 is hereby incorporated by reference into this Item 5. The number and percentage of Ordinary Shares to which this Amendment relates is 7,992,759, constituting 10.3% of the Ordinary Shares outstanding. The percentage of beneficial ownership in this Amendment is calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended, and is based on an aggregate of 66,648,804 Ordinary Shares outstanding as of December 31, 2023 as reported by the Issuer in its Annual Report on Form 20-F for the fiscal year ended December 31, 2023. Each Reporting Person may be deemed to have the shared power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the Ordinary Shares reported herein. Messrs. Dahnke and Donath each disclaim beneficial ownership of any Ordinary Shares held of record or beneficially owned by LCLA Daylight or CALA2 Managers, except to the extent of any pecuniary interest therein. Other than as disclosed in Item 4 of this Amendment, none of the Reporting Persons has effected any transactions in the Common Stock during the past 60 days. No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Ordinary Shares reported herein. Not applicable. The information set forth in Item 4 is hereby incorporated by reference into this Item 6. Voting and Support Agreement, dated December 23, 2024, by and among MIH Internet Holdings B.V. and the shareholders listed on Schedule A thereto. LCLA Daylight LP By: CALA 2 Managers Ltd, its General Partner: By: /s/ Dirk Donath Dirk Donath/Director 12/26/2024 CALA 2 Managers Ltd By: /s/ Dirk Donath Dirk Donath/Director 12/26/2024 Scott A. Dahnke /s/ Scott A. Dahnke Scott A. Dahnke 12/26/2024 Dirk Donath /s/ Dirk Donath Dirk Donath 12/26/2024