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 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 7.01
Regulation FD Disclosure

On November 15, 2021, MercadoLibre, Inc. (the “Company”, or “we”) issued a press release announcing that it intends to make a public offering (the “Offering”) of common stock pursuant to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on March 11, 2019.  The Company also expects to grant the underwriters of the Offering a 30-day option to purchase additional shares of common stock on customary terms.

This Current Report shall not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The information furnished with this Current Report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01
Financial Statements and Exhibits.
(d) Exhibits

Exhibit
Number
 
Description
   
99.1
 
Press Release dated November 15, 2021.
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
   



EXHIBIT INDEX


Exhibit
Number
 
Description
   
 
Press Release dated November 15, 2021.
     
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 15, 2021
By:
/s/ Pedro Arnt
 
Name:
Pedro Arnt
 
Title:
Chief Financial Officer




Exhibit 99.1


MercadoLibre, Inc. Announces Equity Offering

MONTEVIDEO, Uruguay, November 15, 2021 (GLOBE NEWSWIRE) —

MercadoLibre, Inc. (Nasdaq: MELI) today announced that it intends to make a public offering of common stock.  MercadoLibre also expects to grant the underwriters of the offering a 30-day option to purchase additional shares of common stock on customary terms.

MercadoLibre intends to use the net proceeds from this offering for general corporate purposes.

Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are acting as lead managing bookrunners for the proposed offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The proposed offering will be made only by means of a prospectus. A copy of the prospectus and preliminary prospectus supplement for the offering of our common stock may be obtained for free by visiting EDGAR on the SEC website at www.sec.gov or, alternatively, when available, copies may be obtained from: (i) Morgan Stanley & Co. LLC at Attention: Prospectus Department, 180 Varick Street, Second Floor, New York, New York 10014; (ii) J.P. Morgan Securities LLC at c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by email at prospectus-eq_fi@jpmorgan.com or by telephone at (866) 803-9204; and (iii) Goldman Sachs & Co. LLC at Attention: Prospectus Department, 200 West Street, New York, New York 10282, via telephone: 1-866-471-2526, or via email: prospectus-ny@ny.email.gs.com.

About MercadoLibre, Inc.

Founded in 1999, MercadoLibre is the largest online commerce ecosystem in Latin America, serving as an integrated regional platform and as a provider of the necessary digital and technology-based tools that allow companies and individuals to trade products and services in the region. The Company enables commerce through its marketplace platform which allows users to buy and sell in most of Latin America.

Forward-Looking Statements

Any statements herein regarding MercadoLibre, Inc. that are not historical or current facts are forward-looking statements. These forward-looking statements convey MercadoLibre, Inc.’s current expectations or forecasts of future events. Forward-looking statements regarding MercadoLibre, Inc. involve known and unknown risks, uncertainties and other factors that may cause MercadoLibre, Inc.’s actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Certain of these risks and uncertainties are described in the “Risk Factors,” “Forward-Looking Statements” and “Cautionary Note Regarding Forward-Looking Statements” sections of MercadoLibre, Inc.’s annual report on Form 10-K for the year ended December 31, 2020, “Item 1A-Risk Factors” in Part II of our Form 10-Q for the quarter ended March 31, 2021 and any of MercadoLibre, Inc.’s other applicable filings with the Securities and Exchange Commission. Unless required by law, MercadoLibre, Inc. undertakes no obligation to publicly update or revise any forward-looking statements to reflect circumstances or events after the date hereof.

     
CONTACT:
 
MercadoLibre, Inc.
   
   
Investor Relations
   
   
investor@mercadolibre.com
   
   
http://investor.mercadolibre.com