SC 13D/A 1 eh230347285_13da1-dlocal.htm AMENDMENT NO. 1

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

DLocal Limited

(Name of Issuer)
 

Class A common shares, nominal value $0.002 per share

(Title of Class of Securities)
 

G29018101

(CUSIP Number)
 

Michael Gosk
c/o General Atlantic Service Company, L.P.
55 East 52nd Street, 33rd Floor
New York, New York 10055
(212) 715-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 

April 21, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 2 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 3 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic DO B.V.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Netherlands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

57,310,939

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

57,310,939

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,310,939

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.3%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 4 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (DO) SPV GP, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

30,000,000

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

30,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,000,000

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.5%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 5 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (DO) SPV, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Cayman Islands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

30,000,000

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

30,000,000

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

30,000,000

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.5%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 6 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Coöperatief U.A.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

The Netherlands

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

57,310,939

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

57,310,939

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,310,939

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.3%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 7 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) IV, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

57,310,939

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

57,310,939

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,310,939

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.3%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 8 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Bermuda) EU, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 9 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners (Lux) SCSp

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 10 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Coöperatief, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

57,310,939

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

57,310,939

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

57,310,939

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

35.3%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 11 of 33

 

 

1

NAME OF REPORTING PERSON

 

GAP (Bermuda) L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 12 of 33

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments III, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 13 of 33

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments IV, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 14 of 33

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments V, LLC

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 15 of 33

 

 

1

NAME OF REPORTING PERSON

 

GAP Coinvestments CDA, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 16 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Lux) SCSp

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 17 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (Lux) S.à r.l.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Luxembourg

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

CO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 18 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar (Bermuda), L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bermuda

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

63,096,501

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

63,096,501

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

63,096,501

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

38.9%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 19 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic Partners 100, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,785,562

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,785,562

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,785,562

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 20 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (SPV) GP, LLC.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,785,562

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,785,562

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,785,562

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%

  
14

TYPE OF REPORTING PERSON

 

OO

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 21 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic GenPar, L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,785,562

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,785,562

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,785,562

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 22 of 33

 

 

1

NAME OF REPORTING PERSON

 

General Atlantic (DLO), L.P.

  
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☒

3

SEC USE ONLY

 

 

  
4

SOURCE OF FUNDS

 

OO

  
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

 ☐
6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

  

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

 7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,785,562

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,785,562

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,785,562

  
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

 ☐
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

3.6%

  
14

TYPE OF REPORTING PERSON

 

PN

  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 23 of 33

 

 

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D (the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on March 23, 2023, with respect to the Class A common shares, nominal value $0.002 (the “Class A common shares”) of DLocal Limited, a company incorporated in the Cayman Islands (the “Company”), whose principal executive offices are located at Dr. Luis Bonavita, 1294, 11300, Montevideo, Uruguay. Except as otherwise provided herein, each Item of the Statement remains unchanged.

Item 2. Identity and Background.

Item 2 is hereby amended and supplemented as follows:

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

  (i) General Atlantic, L.P., a Delaware limited partnership (“GA LP”);
     
  (ii) General Atlantic DO B.V., a Netherlands private limited company (“GA DO”);
     
  (iii) General Atlantic (DO) SPV GP, LLC, a Cayman Islands limited liability company (“GA DO SPV GP”);
     
  (iv) General Atlantic (DO) SPV, L.P., a Cayman Islands exempted limited partnership (“GA DO SPV”);
     
  (v) General Atlantic Coöperatief U.A., a Netherlands cooperative (“GA Coop UA”);
     
  (vi) General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”);
     
  (vii) General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“GAP Bermuda EU”);
     
  (viii) General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership (“GAP Lux”);
     
  (ix) General Atlantic Coöperatief, L.P., a Bermuda exempted limited partnership (“GA Coop LP”);
     
  (x) GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“GAP (Bermuda) LP”);
     
  (xi) GAP Coinvestments III, LLC, a Delaware limited liability corporation (“GAPCO III”);
     
  (xii) GAP Coinvestments IV, LLC, a Delaware limited liability corporation (“GAPCO IV”);
     
  (xiii) GAP Coinvestments V, LLC, a Delaware limited liability corporation (“GAPCO V”);
     
  (xiv) GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”);
     
  (xv) General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (“GA GenPar Lux”);
     
  (xvi) General Atlantic (Lux) S.à r.l., a Luxembourg private limited liability company (“GA Lux”);

 

  (xvii)

General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);

     
  (xviii)

General Atlantic Partners 100, L.P., a Delaware limited partnership (“GAP 100”);

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 24 of 33

 

 

  (xix)

General Atlantic (SPV) GP, LLC, a Delaware limited partnership (“GA SPV”);

 

  (xx)

General Atlantic GenPar, L.P., a Delaware limited partnership (“GA GenPar”);

 

  (xxi)  General Atlantic (DLO), L.P., a Delaware limited partnership (“GA DLO”)

 

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda IV, GAP Bermuda EU, GAP Lux, GA Coop LP and GAP 100 are collectively referred to as the “GA Funds.” GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “Sponsor Coinvestment Funds.”

The address of GAP (Bermuda) LP, GenPar Bermuda, GAP Bermuda IV, GA Coop LP and GAP Bermuda EU is c/o Conyers Client Services (Bermuda) Limited, Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The address of GA DO and GA Coop UA is Raamplein 1, 1016 XK, Amsterdam, The Netherlands. The address of GA DO SPV GP and GA DO SPV is c/o Conyers Trust Company (Cayman) Limited, SIX, 2nd Floor, Cricket Square, PO Box 2681, Grand Cayman KY1-1111, Cayman Islands. The address of GA Lux, GA GenPar Lux, and GAP Lux is Luxembourg is 412F, Route d’Esch, L-1471 Luxembourg. The address of each of the Sponsor Coinvestment Funds, GA DLO, GAP 100, GAP SPV, GA GenPar and GA LP is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055.

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

GA DO is a wholly owned subsidiary of GA Coop UA. GA DO is the sole member of GA DO SPV. GA DO SPV GP is the general partner of GA DO SPV. The GA Funds, other than GAP 100, and the Sponsor Coinvestment Funds share beneficial ownership of the shares of Class A common shares held of record by GA DO. The GA Funds, other than GAP Bermuda IV and GA Coop LP, and the Sponsor Coinvestment Funds share beneficial ownership of the shares of Class A common shares held of record by GA DLO. GA SPV is the general partner of GA DLO. General Atlantic GenPar is the general partner of GAP 100. GA LP, which is controlled by the Management Committee of GASC MGP LLC, LLC (the “GA Management Committee”), is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA and GA GenPar. The general partner of GAP Lux is GA GenPar Lux and the general partner of GA GenPar Lux is GA Lux. The general partner of GAP Bermuda IV and GAP Bermuda EU and the sole shareholder of GA Lux is GenPar Bermuda. GAP (Bermuda) LP, which is also controlled by the GA Management Committee, is the general partner of GenPar Bermuda and GA Coop LP. As of the date hereof, there are nine members of the GA Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the GA Management Committee disclaims ownership of the Class A common shares reported herein except to the extent that he has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LP.

(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 25 of 33

 

 

(ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

No material change.

Item 4. Purpose of Transaction.

No material change.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and supplemented as follows:

(a) The percentages used herein are calculated based upon on an aggregate of 162,244,321 Class A common shares reported by the Company to be outstanding as of March 31, 2023 as reflected in the Company's Annual Report for the fiscal year ended December 31, 2022, filed on Form 20-F with the U.S. Securities and Exchange Commission on April 5, 2023.

By virtue of the fact that (i) the GA Funds and the Sponsor Coinvestment Funds contributed the capital to fund the purchases, and share beneficial ownership, of the Class A common shares reported herein, (ii) GAP Bermuda LP is the general partner of GA GenPar Bermuda, and GenPar Bermuda is the general partner of GAP Bermuda EU and GAP Bermuda IV, and is the sole shareholder of GA Lux, (iii) GA Lux is the general partner of GA GenPar Lux and GA GenPar Lux is the general partner of GAP Lux, (iv) GAP Lux has appointed Carne Global Fund Management (Luxembourg) S.A. (the “AIFM”) as the alternative investment fund manager of GAP Lux pursuant to an alternative investment fund management agreement to undertake all functions required of an external alternative investment fund manager under the Luxembourg law of 12 July 2013 on alternative investment fund managers, as amended from time to time and GAP Lux has also entered into a delegated portfolio management and distribution agreement with the AIFM and General Atlantic Service Company, L.P. (“GASC”) in order to appoint GASC to act as the portfolio manager of GAP Lux, (v) GA LP is the sole member of GA SPV, the managing member of GAPCO III, GAPCO IV and GAPCO V, the general partner of GAPCO CDA and GA GenPar, and (vi) the members of the Management Committee control the investment decisions of GA LP, GAP Bermuda LP and, with respect to GAP Lux, GASC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the Class A common shares owned of record by GA DO and GA DLO.

 

As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own the Class A common shares indicated on row (11) on such Reporting Person’s cover page included herein, or the approximate percentage of the aggregate amount of Class A common shares indicated on row (13) on such Reporting Person’s cover page included herein.

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 26 of 33

 

 

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the Class A common shares indicated on such Reporting Person’s cover page included herein.

(c) The table below specifies the date, amount and weighted average price of shares of common stock purchased by the Reporting Persons between March 24, 2023 and April 25, 2023. The Reporting Persons effected purchases of shares of common stock through open market transactions and block trades on the New York Stock Exchange.

Trade Date Class A common share Price per Class A common share1
March 24, 2023 44,897 $15.36
March 27, 2023 43,003 $15.65
March 28, 2023 24,557 $15.23
March 29, 2023 92,162 $15.60
March 30, 2023 120,523 $15.59
March 31, 2023 120,523 $16.52
April 3, 2023 101,942 $16.65
April 4, 2023 89,549 $16.86
April 5, 2023 127,936 $14.96
April 6, 2023 127,936 $13.69
April 10, 2023 124,008 $13.86
April 11, 2023 66,508 $14.14
April 12, 2023 75,569 $13.82
April 13, 2023 79,806 $14.15
April 14, 2023 96,090 $13.85
April 17, 2023 49,232 $14.05
April 18, 2023 91,524 $13.71
April 19, 2023 48,885 $13.68
April 20, 2023 44,470 $13.65
April 21, 2023 98,428 $13.86
April 24, 2023 49,458 $14.14
April 25, 2023

79,145

$13.68

 

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby supplemented as follows:

GA DO SPV, as borrower, and GA DO SPV GP, as general partner of GA DO SPV, entered into a Margin Loan Agreement dated as of September 14, 2021 (the “Closing Date”), as amended by that certain First Amendment to Margin Loan Agreement, dated as of December 31, 2021, Second Amendment to Margin Loan Agreement and

 

1 Reflects the average price of Class A common shares purchased on each trade date pursuant to the 10b5-1 Plan entered into on December 22, 2022 by and between GA DLO and Morgan Stanley.

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 27 of 33

 

 

Fee and Ratio Letter, dated as of May 19, 2022, and Third Amendment to Margin Loan Agreement and Fee and Ratio Letter, dated as of November 23, 2022 (the “Margin Loan Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent and calculation agent (“JPM”), and the lenders from time to time party thereto.

In connection with the Margin Loan Agreement, GA DO SPV entered into a (i) Pledge and Security Agreement dated as of the Closing Date with JPM pursuant to which GA DO SPV pledged on or about the Closing Date 4,838,710 Class A common shares owned by GA DO SPV as collateral to secure repayment of amounts outstanding under the Margin Loan Agreement, and may be required to post additional collateral in certain circumstances (the “JPM Pledge Agreement) and (ii) Pledge and Security Agreement dated as of the Closing Date with Citibank, N.A. (“Citi” and, together with “JPM”, the “Lenders”) pursuant to which GA DO SPV pledged on or about the Closing Date 2,661,290 Class A common shares owned by GA DO SPV as collateral to secure repayment of amounts outstanding under the Margin Loan Agreement, and may be required to post additional collateral in certain circumstances (the “Citi Pledge Agreement” and, together with the JPM Pledge Agreement, the “Pledge Agreements”; and collectively with the Margin Loan Agreement, the “Loan Documents”). Additionally, on or about December 15, 2021, GA DO SPV pledged 4,838,710 Class A common shares pursuant to the JPM Pledge Agreement and 2,661,290 Class A common shares pursuant to the Citi Pledge Agreement. Further, on or about May 23, 2022, GA DO SPV pledged an additional 9,677,420 Class A common shares pursuant to the JPM Pledge Agreement and 5,322,580 Class A common shares pursuant to the Citi Pledge Agreement. As of the date hereof, GA DO SPV has borrowed an aggregate of $77,500,000 under the Margin Loan Agreement.

The margin loan matures on or about September 14, 2024. Upon the occurrence of certain events that are customary for this type of loan, the Lenders may exercise their rights to require GA DO SPV to pre-pay the loan proceeds, post additional collateral, or foreclose on, and dispose of, the pledged Class A common shares in accordance with the Loan Documents.

The Reporting Persons entered into a Joint Filing Agreement on April 25, 2023 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 1.

Except as described previously, above, or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

 

Item 7. Materials to be Filed as Exhibits.

Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act.
   
Exhibit 2: Registration Rights Agreement, dated June 2, 2021, by and among the Company, GA DO and the other shareholders of the Company named therein (incorporated by reference to Exhibit 4.2 to the Company’s Annual Report filed on Form 20-F on May 2, 2022). (previously filed).

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 28 of 33

 

 

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated as of April 25, 2023

  GENERAL ATLANTIC, L.P.  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC DO B.V.  
         
  By: /s/ I.M. van der Hoorn  
    Name: I.M. van der Hoorn  
    Title: Director A  
         
  By: /s/ Wolbert Kamphuijs  
    Name: Wolbert Kamphuijs  
    Title: Director B  
         
  GENERAL ATLANTIC (DO) SPV GP, LLC  
     
  By: GENERAL ATLANTIC DO B.V., its sole member  
       
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC (DO) SPV, L.P.  
         
  By: General Atlantic (DO) SPV GP, LLC, its general partner  
       
  By: General Atlantic DO B.V., its sole member  
       
  By: /s/ I.M. van der Hoorn  
    Name: I.M. van der Hoorn  
    Title: Manager A  
         
  By: /s/ R. van Velzen  
    Name: R. van Velzen  
    Title: Manager B  
         

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 29 of 33

 

 

  GENERAL ATLANTIC COÖPERATIEF U.A.  
         
  By: /s/ I.M. van der Hoorn  
    Name: I.M. van der Hoorn  
    Title: Director A  
         
  By: /s/ Wolbert Kamphuijs  
    Name: Wolbert Kamphuijs  
    Title: Director B  
         
  GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P.  
         
  By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner  
         
  By: GAP (BERMUDA) L.P., its general partner  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.  
         
  By: GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner   
         
  By: GAP (BERMUDA) L.P., its general partner  
       
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 30 of 33

 

 

  GENERAL ATLANTIC GENPAR (LUX) SCSP  
         
  By: GENERAL ATLANTIC (LUX) S.À R.L., its general partner  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ William Blackwell  
    Name: William Blackwell  
    Title: Manager B  

 

  GENERAL ATLANTIC COÖPERATIEF, L.P.  
         
  By: GAP (BERMUDA) L.P., its general partner  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GAP (BERMUDA) L.P.  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GAP COINVESTMENTS III, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 31 of 33

 

 

  GAP COINVESTMENTS IV, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GAP COINVESTMENTS V, LLC  
         
  By: GENERAL ATLANTIC, L.P., its managing member  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GAP COINVESTMENTS CDA, L.P.  
         
  By: GENERAL ATLANTIC, L.P., its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  
         
  GENERAL ATLANTIC PARTNERS (LUX) SCSP  
         
  By: GENERAL ATLANTIC (LUX) S.À R.L., its general partner  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ William Blackwell  
    Name: William Blackwell  
    Title: Manager B  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 32 of 33

 

 

  GENERAL ATLANTIC (LUX) S.À R.L.  
         
  By: /s/ Ingrid van der Hoorn  
    Name: Ingrid van der Hoorn  
    Title: Manager A  
         
  By: /s/ William Blackwell  
    Name: William Blackwell  
    Title: Manager B  

 

  GENERAL ATLANTIC GENPAR (BERMUDA), L.P.  
         
  By: GAP (BERMUDA) L.P., its general partner  
         
  By: GAP (BERMUDA) GP LIMITED, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GENERAL ATLANTIC PARTNERS 100, L.P.  
         
  By: GENERAL ATLANTIC GENPAR, L.P., its general partner  
         
  By: General Atlantic, L.P., its general partner  
         
  By: /s/ Christopher Lanning  
    Name: Christopher Lanning  
    Title: Managing Director  
         
  GENERAL ATLANTIC (SPV) GP, LLC  
         
  By: /s/ Kelly Pettit  
    Name: Kelly Pettit  
    Title: Managing Director  

 

 

   

 

 

CUSIP No. G29018101 SCHEDULE 13D Page 33 of 33

 

 

  GENERAL ATLANTIC GENPAR, L.P.  
         
  By: General Atlantic, L.P., its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

  GENERAL ATLANTIC (DLO), L.P.  
         
  By: GENERAL ATLANTIC (SPV) GP, LLC, its general partner  
         
  By: /s/ Michael Gosk  
    Name: Michael Gosk  
    Title: Managing Director  

 

 

   

 

 

SCHEDULE A

Members of the Management Committee (as of the date hereof)

Name Address Citizenship

William E. Ford

(Chief Executive Officer)

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Gabriel Caillaux

23 Savile Row

London W1S 2ET

United Kingdom

 France
Andrew Crawford

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Martín Escobari

55 East 52nd Street

33rd Floor

New York, New York 10055

 Bolivia and Brazil
Anton J. Levy

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Sandeep Naik

Marina Bay Financial Centre Tower 1

8 Marina Boulevard, #17-02

018981, Singapore

 United States
Graves Tompkins

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
N. Robbert Vorhoff

55 East 52nd Street

33rd Floor

New York, New York 10055

 United States
Eric Zhang

Suite 5704-5706, 57F

Two IFC, 8 Finance Street

Central, Hong Kong, China

 Hong Kong SAR