August 21, 2018

Thiago Piau
Chief Executive Officer
DLP Payments Holdings Ltd.
R. Fidencio Ramos, 308, 10th Floor
Vila Olimpia
Sao Paulo SP 04551-010

       Re: DLP Payments Holdings Ltd.
           Draft Registration Statement on Form F-1
           Submitted July 25, 2018
           CIK No. 0001745431

Dear Mr. Piau:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

Draft Registration Statement on Form F-1

Summary, page 1

1.     Please briefly explain what you mean by the Net Promoter Scores on page
Management's Discussion and Analysis of Results of Operations and Financial
Results of Operations, page 76

2.     We note your disclosures regarding the factors for which fluctuations in
income statement
 Thiago Piau
FirstName LastNameThiago Piau
DLP Payments Holdings Ltd.
Comapany NameDLP Payments Holdings Ltd.
August 21, 2018
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         line items are attributed; however, in addition to discussing the
reasons for the change (or
         lack thereof), we believe you should also quantify the reasons for the
change, particularly
         when more than one factor is attributed to the change. Even though
some of the
         fluctuations discussed address each factor, some of the largest ones
such as revenues and
         cost of sales do not. For example, you state that certain increases
were "primarily"
         attributed to one factor, and "offset" by another factor, without
quantifying each. These
         disclosures should be presented in a manner so as to allow investors
to discern the relative
         contribution of each of the multiple components cited to the total
change. Please revise to
         separately quantify each significant factor contributing to the change
for each of the line
         items for all fluctuations, to the extent material.
Capital Expenditures, page 84

3.       Please revise to disclose your expected capital expenditures for 2018.
Extend Our Reach, page 101

4.       We note your reference to proprietary hubs and franchise hubs. You
describe franchise
         hubs as similar to your proprietary hubs, except that you own and
operate the franchise
         hubs in partnership with a local business owner. Please discuss the
material details of
         your franchise agreements, such as who owns the real estate where the
hub is located, how
         the revenue is split between you and the franchisee, and who conducts
day to day
2018 Omnibus Equity Plan, page 128

5.       We note your reference to the 2018 Omnibus Equity Plan on page 128.
Please describe its
         material provisions here and file it as an exhibit to your
registration statement.
Description of Share Capital and Constitutional Documents
Class A and Class B Common Shares, page 134

6.       We note that on page F-44 your equity is described to include
"ordinary voting shares,"
         "ordinary non-voting shares," and Class C shares. In this section and
throughout the
         prospectus you refer to Class A, Class B, and Class C shares. You also
state here that
         Class B shares have voting shares. Please tell us what are the
"ordinary non-voting
         shares" referenced on page F-44, and if appropriate revise your
disclosure for
Shareholder Proposals, page 153

7.       We note your disclosure here related to shareholder proposals under
Cayman Companies
         Law and that a company's articles of association may provide the
rights that the Cayman
 Thiago Piau
FirstName LastNameThiago Piau
DLP Payments Holdings Ltd.
Comapany NameDLP Payments Holdings Ltd.
August 21, 2018
August 21, 2018 Page 3
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FirstName LastName
         Companies Law does not provide. Please disclose here if your articles
of association
         provide shareholders with a right to put any proposals before the
annual meeting of
Material U.S. Federal Income Tax Considerations for U.S. Holders, page 158

8.       You state "[i]n the opinion of our U.S. tax counsel . . . the
following summary describes
         the material U.S. federal income tax consequences of the ownership and
disposition of our
         Class A common shares." Please clarify that the discussion of material
U.S. federal
         income tax consequences is counsel's opinion.
Legal Matters, page 172

9.       We note your references to David Polk & Wardwell LLP and White & Case
LLP in this
         section and your reference to Davis Polk & Wardwell LLP on page 158.
It appears based
         on the exhibit index that you only plan to file the opinion of Harney
Westwood & Riegels
         as an exhibit to your registration statement. Please revise or advise.
Note 3. Significant Accounting Policies
Note 3.3 Segment Information, page F-9

10.      Pursuant to paragraphs 31-34 of IFRS 8, please expand your disclosures
to provide all
         entity-wide disclosures from external customers, as applicable, such
as revenue for each
         product and service, or each group of similar products and services..
Note 3.14 Revenue and Income, page F-20

11.      We note from your disclosure on page 101 that you have both owned and
franchised Stone
         Hubs. Please revise your revenue recognition disclosure in Note 3.14
to disclose how you
         recognize revenue related to these franchised businesses, if material.
Note 5. Business Combinations
Note 5.1 Acquisition of Elavon do Brasil S.A., page F-28

12.      We note that you acquired Elavon do Brasil S.A, or EdB, for 1
Brazilian real. Please
         explain to us how you were able to make this significant acquisition
for minimal
         consideration. As part of your response, please include the nature of
any related parties
         associated with EdB.
Note 20. Transactions with Related Parties, page F-42

13.      Based on your disclosures under "Related Parties" on page 132, it
appears that there are
         more transactions than those disclosed in this Note, such as loan
arrangements with
         certain related parties. Please revise to disclose all related party
transactions irrespective
         of whether there have been transactions with those parties, pursuant
to paragraph 13 of
 Thiago Piau
DLP Payments Holdings Ltd.
August 21, 2018
Page 4
      IAS 24, and including those that may not exist as of a future date such
as the loans
      expected to be paid off in December 2018. See disclosure requirements in
paragraphs 13-
      24 of IAS 24.
        You may contact Effie Simpson at (202) 551-3346 or Claire Erlanger at
(202) 551-3301
if you have questions regarding comments on the financial statements and
matters. Please contact Tonya Aldave at (202) 551-3601 or J. Nolan McWilliams
at (202) 551-
3217 with any other questions.

FirstName LastNameThiago Piau
                                                          Division of
Corporation Finance
Comapany NameDLP Payments Holdings Ltd.
                                                          Office of
Transportation and Leisure
August 21, 2018 Page 4
cc:       Byron B. Rooney, Esq.
FirstName LastName