UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 18, 2021 (November 15, 2021)


MercadoLibre, Inc.
(Exact Name of Registrant as Specified in its Charter)

Delaware
  
001-33647
  
98-0212790
(State or Other Jurisdiction of Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification Number)

WTC Free Zone
Dr. Luis Bonavita 1294, Of. 1733, Tower II
Montevideo, Uruguay, 11300
(Address of registrant’s principal executive offices) (Zip Code)

+598-2-927-2770
(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240-14a-12)
   
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class
  
Trading Symbol(s)
  
Name of each exchange on which registered
Common Stock, $0.001 par value per share
   MELI
  
Nasdaq Global Select Market
2.375% Sustainability Notes due 2026
  
MELI26
  
The Nasdaq Stock Market LLC
3.125% Notes due 2031
   MELI31
  
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 1.01
Entry into a Material Definitive Agreement.

On November 15, 2021, MercadoLibre, Inc. (the “Company”, or “we”) entered into an underwriting agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC (the “Underwriters”) relating to the Company’s previously announced public offering of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) pursuant to the Registration Statement on Form S-3 (File No. 333-230196) (the “Registration Statement”), the accompanying prospectus, dated March 11, 2019, included in the Registration Statement, and the prospectus supplement, dated November 15, 2021. Pursuant to the Underwriting Agreement, the Company agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Company, subject to and upon the terms and conditions set forth therein, an aggregate of 1,000,000 shares of Common Stock. In addition, the Underwriters have a 30-day option to purchase up to 150,000 additional shares of Common Stock from the Company.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the shares by the Company to the Underwriters, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The foregoing description of certain terms of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of such document, which are included as Exhibit 1.1 hereto and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d) Exhibits


Exhibit
Number
  
Description
     
 
Underwriting Agreement by and between MercadoLibre, Inc., Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC.
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
MercadoLibre, Inc.
     
Dated: November 18, 2021
By:
/s/ Pedro Arnt
 
Name: 
Pedro Arnt
 
Title:
Chief Financial Officer