UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2021
Commission File Number: 001-38714
STONECO LTD.
(Exact name of registrant as specified in its charter)
4th Floor, Harbour Place
103 South Church Street, P.O. Box 10240
Grand Cayman, KY1-1002, Cayman Islands
+55 (11) 3004-9680
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
| Form 20-F | X |
Form 40-F |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
STONECO LTD.
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form S-8 (Registration Number: 333-230629) and Form F-3 (Registration Number: 333-244404) of StoneCo Ltd. (Nasdaq: STNE) (“Stone”) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
TABLE OF CONTENTS
Item
| 1. | Notice to Shareholders, filed by Linx S.A. (“Linx”) with the Brazilian Securities Commission on July 16, 2021 in connection with the business combination of Linx and STNE Participações S.A., a subsidiary of Stone. |
SIGNATURE
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, thereunto duly authorized.
| StoneCo Ltd. | |||||
| By: | /s/ Rafael Martins Pereira | ||||
| Name: | Rafael Martins Pereira | ||||
| Title: | Investor Relations Executive Officer | ||||
Date: July 16, 2021
Item 1
Notice
to Shareholders, filed by Linx with the Brazilian Securities Commission on
July 16, 2021 in connection with the business combination of Linx and
STNE Participações S.A., a subsidiary of Stone.
LINX S.A.
Publicly-Held Company
Corporate Taxpayer’s ID (CNPJ/ME): 06.948.969/0001-75
Corporate Registry (NIRE): 35.300.316.584
NOTICE TO SHAREHOLDERS
Linx S.A. (“Linx” or “Company)” (B3 Linx 3 | NYSE: LINX) in addition to the Material Fact disclosed on June 16 and to the Notices to Shareholders disclosed on June 16 and 23, 2021 and on July 2 and 6, 2021, in which the Company communicated to the market information relating to the consummation of the business combination of Linx and STNE Participações S.A. (“STNE” and “Transaction”) pursuant to the Protocol and Justification of the Merger Shares issued by Linx S.A. into STNE Participações S.A. (“Protocol and Justification”) dated October 2, 2020, approved by the Extraordinary General Shareholders Meeting of Linx and STNE held on November 17, 2020, informs its shareholders as follows:
In response to certain queries made by investors to the Company regarding the redemption value used by STNE to redeem class A Shares and class B Shares issued by STNE, the Company has inquired STNE, who informed, on this date, that: (i) the issue price of STNE class A preferred shares issued on July 1st 2021 was R$ 33.5229 (thirty three reais point five two two nine cents) per share, and the issue price of STNE class B preferred shares issued on July 1st 2021 was R$ 4.2511 (four reais point two five one one cents) per share; (ii) STNE class A preferred shares were redeemed upon payment of the gross amount of R$ 33.5229 (thirty three reais point five two two nine cents) for each class A preferred share and STNE class B preferred shares were redeemed upon replacement of each STNE class B preferred share for 0.0126730 (zero point zero one two six seven three zero) BDRs (Brazilian Depositary Receipt) Level 1, admitted to trading on B3, backed by StoneCo Ltd. Class A shares, traded on NASDAQ – Nasdaq Stock Market, which were credited to the shareholders’ account on June 30, 2021. The disclosure of the above information is intended to assist in the calculation of any gains earned by investors as a result of the Transaction, which may be subject to income tax and other taxes, in accordance with the legal and regulatory rules applicable to each category of investor, these investors must consult their advisors on taxation and be directly responsible for the eventual payment of potentially applicable taxes.
The Company will keep its shareholders and the market in general informed, in accordance with the terms of the applicable legislation and regulations.
São Paulo, July 16, 2021