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What changed in VTEX's 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of VTEX's 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+587 added−578 removedSource: 20-F (2024-02-27) vs 20-F (2023-03-02)

Top changes in VTEX's 2023 20-F

587 paragraphs added · 578 removed · 454 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

172 edited+50 added−48 removed457 unchanged
Biggest changeAcquisitions and investments may also result in dilutive issuances of equity securities, which could adversely affect our share price, or result in issuances of securities with superior rights and preferences to our Class A common shares or the incurrence of debt with restrictive covenants that limit our future uses of capital in pursuit of business opportunities. 31 Table of Contents Also, in the context of our acquisitions, we may face contingent liabilities in connection with, among others things, (1) judicial and/or administrative proceedings of the business we acquire, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings, and (2) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory matters, all of which may not be sufficiently indemnifiable under the relevant acquisition agreement and may impact our financial reporting obligations and the preparation of our consolidated financial statements, resulting in delays to such preparation.
Biggest changeAlso, in the context of our acquisitions, we may face contingent liabilities in connection with, among others things, (1) judicial and/or administrative proceedings of the business we acquire, including civil, regulatory, tax, labor, social security, environmental and intellectual property proceedings, and (2) financial, reputational and technical issues, including with respect to accounting practices, financial statement disclosures and internal controls, as well as other regulatory matters, all of which may not be sufficiently indemnifiable under the relevant acquisition agreement and may impact our financial reporting obligations and the preparation of our consolidated financial statements, resulting in delays to such preparation.
We believe our ability to attract new customers and our revenue growth depends on a number of factors, including: • reductions in our current or potential customers’ spending levels; • competitive factors affecting the software as a service, or SaaS, business software applications market, including the introduction of competing platforms, discount pricing and other strategies that may be implemented by our competitors; • our ability to execute our growth strategy and operating plans; • a decline in our customers’ level of satisfaction with our platform and customers’ usage of our platform; • changes in our relationships with third parties, including our business partners, app developers, theme designers, referral sources and payment processors; • the timeliness and success of our solutions; • the frequency and severity of any system outages; • technological change; • our ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights; • concerns relating to actual or perceived privacy or security breaches; 9 Table of Contents • the continued willingness of the end-consumers of our customers to use the internet for commerce; and • our focus on long-term value over short-term results, through strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and will improve our financial performance over the long term.
We believe our ability to attract new customers and our revenue growth depends on a number of factors, including: • reductions in our current or potential customers’ spending levels; • competitive factors affecting the software as a service, or SaaS, business software applications market, including the introduction of competing platforms, discount pricing and other strategies that may be implemented by our competitors; 9 Table of Contents • our ability to execute our growth strategy and operating plans; • a decline in our customers’ level of satisfaction with our platform and customers’ usage of our platform; • changes in our relationships with third parties, including our business partners, app developers, theme designers, referral sources and payment processors; • the timeliness and success of our solutions; • the frequency and severity of any system outages; • technological change; • our ability to adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights; • concerns relating to actual or perceived privacy or security breaches; • the continued willingness of the end-consumers of our customers to use the internet for commerce; and • our focus on long-term value over short-term results, through strategic decisions that may not maximize our short-term revenue or profitability if we believe that the decisions are consistent with our mission and will improve our financial performance over the long term.
The market price of our Class A common shares may fluctuate or decline significantly in response to a number of factors, many of which are beyond our control, including, but not limited to: • actual or forecast fluctuations in revenue or in other operating and financial results; • variations between our actual operating results and the expectations of securities analysts, investors and the financial community; 45 Table of Contents • action by securities analysts who begin or continue to cover us, changes in the financial estimates of any securities analysts who follow our company or our failure to meet these estimates or investors’ expectations; • announcements by us or by our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • negative media coverage or publicity affecting us or our parent company, whether true or not; • changes in the operating performance and stock market valuations of SaaS ecommerce companies in general, including our competitors; • fluctuations in the price and volume of the stock market in general, including as a result of trends in the economy as a whole; • threats of lawsuits and actions brought against us or decided against us; • developments in the legislation or regulatory action, including interim or final decisions by judicial or regulatory bodies; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant changes to our board of directors or management; • any security incidents or public reports of security incidents that occur in our platform or in our sector; • statements, comments or opinions from public officials that our product offerings are or may be illegal, regardless of interim or final decisions of judicial or regulatory bodies; and • other events or factors, including those resulting from war, terrorist incidents, natural disasters or responses to such events.
The market price of our Class A common shares may fluctuate or decline significantly in response to a number of factors, many of which are beyond our control, including, but not limited to: • actual or forecast fluctuations in revenue or in other operating and financial results; • variations between our actual operating results and the expectations of securities analysts, investors and the financial community; • action by securities analysts who begin or continue to cover us, changes in the financial estimates of any securities analysts who follow our company or our failure to meet these estimates or investors’ expectations; • announcements by us or by our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; • negative media coverage or publicity affecting us or our parent company, whether true or not; • changes in the operating performance and stock market valuations of SaaS ecommerce companies in general, including our competitors; • fluctuations in the price and volume of the stock market in general, including as a result of trends in the economy as a whole; • threats of lawsuits and actions brought against us or decided against us; • developments in the legislation or regulatory action, including interim or final decisions by judicial or regulatory bodies; • changes in accounting standards, policies, guidelines, interpretations or principles; • any significant changes to our board of directors or management; • any security incidents or public reports of security incidents that occur in our platform or in our sector; • statements, comments or opinions from public officials that our product offerings are or may be illegal, regardless of interim or final decisions of judicial or regulatory bodies; and 45 Table of Contents • other events or factors, including those resulting from war, terrorist incidents, natural disasters or responses to such events.
VTEX Informatica S.A., our Argentine subsidiary, is exempt from an indirect tax due in the city of Buenos Aires that applies on gross revenues at approximately 4.0%. This exemption applies to technology companies in general which are located in a technological district and will be in force until 2035.
VTEX Informatica S.A., our Argentine subsidiary, is partially exempt from an indirect tax due in the city of Buenos Aires that applies on gross revenues at approximately 4.0%. This exemption applies to technology companies in general which are located in a technological district and will be in force until 2035.
Our future performance depends on the continued services and contributions of our senior management, including our Co-Chief Executive Officers, Geraldo do Carmo Thomaz Júnior and Mariano Gomide de Faria, and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations.
Our future performance depends on the continued services and contributions of our senior management, including our Founders and Co-Chief Executive Officers, Geraldo do Carmo Thomaz Júnior and Mariano Gomide de Faria, and other key employees to execute on our business plan and to identify and pursue new opportunities and product innovations.
In addition, the continuing devaluation of the Argentine peso since the end of 2015 has led to higher inflation levels, has significantly reduced competitiveness, real wages and consumption and has had a negative impact on businesses whose success is dependent on domestic market demand and supplies payable in foreign currency.
The continuing devaluation of the Argentine peso since the end of 2015 has led to higher inflation levels, has significantly reduced competitiveness, real wages and consumption and has had a negative impact on businesses whose success is dependent on domestic market demand and supplies payable in foreign currency.
Although we do not have any employees, staff, consultants, operations, materials or equipment located in Ukraine, Russia or Belarus, some of our customers, suppliers and partners may have employees, staff, consultants, operations, materials or equipment located in Ukraine, Russia or Belarus which could adversely affect our business or the services being provided to us.
Although we do not have any employees, staff, consultants, operations, materials or equipment located in Ukraine, Russia, Belarus, or Israel, some of our customers, suppliers and partners may have employees, staff, consultants, operations, materials or equipment located in Ukraine, Russia or Belarus which could adversely affect our business or the services being provided to us.
Furthermore, the federal government’s difficulty in having a majority in the National Congress could result in a deadlock, political unrest and massive demonstrations and/or strikes, which may adversely affect our business, financial condition and results of operations.
Federal government’s difficulty in having a majority in the National Congress could result in a deadlock, political unrest and massive demonstrations and/or strikes, which may adversely affect our business, financial condition and results of operations.
Because 27 Table of Contents global laws, regulations and industry standards concerning privacy and data security have continued to develop and evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices, require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries.
Because global laws, regulations and industry standards concerning privacy and data security have continued to develop and 26 Table of Contents evolve rapidly, it is possible that we or our products or platform may not be, or may not have been, compliant with each such applicable law, regulation and industry standard and compliance with such new laws or to changes to existing laws may impact our business and practices, require us to expend significant resources to adapt to these changes, or to stop offering our products in certain countries.
If search engines modify their algorithms, our website and our customers’ shops may appear less prominently or not at all in search results, which could result in reduced traffic to our website and to our customers’ shops. 29 Table of Contents Additionally, if the price of marketing our solutions over search engines or social networking sites increases, we may incur additional marketing expenses or may be required to allocate a larger portion of our marketing spend to search engine marketing and our business and operating results could be adversely affected.
If search engines modify their algorithms, our website and our customers’ shops may appear less prominently or not at all in search results, which could result in reduced traffic to our website and to our customers’ shops. 28 Table of Contents Additionally, if the price of marketing our solutions over search engines or social networking sites increases, we may incur additional marketing expenses or may be required to allocate a larger portion of our marketing spend to search engine marketing and our business and operating results could be adversely affected.
In addition to the risks described above, the market price of our Class A common shares may be influenced by many factors, some of which are beyond our control, including: • technological innovations by us or competitors; • the failure of financial analysts to cover our Class A common shares after our initial public offering or changes in financial estimates by analysts; • actual or anticipated variations in our operating results; • changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A common shares or the shares of our competitors; • announcements by us or our competitors of significant contracts or acquisitions; • future sales of our shares; • investor perceptions of us and the industries in which we operate; and • difficulties experienced by our parent company and/or by any of our associate companies in Brazil, or direct or indirect subsidiaries of our parent company.
In addition to the risks described above, the market price of our Class A common shares may be influenced by many factors, some of which are beyond our control, including: • technological innovations by us or competitors; • the failure of financial analysts to cover our Class A common shares after our initial public offering or changes in financial estimates by analysts; • actual or anticipated variations in our operating results; • changes in financial estimates by financial analysts, or any failure by us to meet or exceed any of these estimates, or changes in the recommendations of any financial analysts that elect to follow our Class A common shares or the shares of our competitors; • announcements by us or our competitors of significant contracts or acquisitions; • future sales of our shares; • investor perceptions of us and the industries in which we operate; and 44 Table of Contents • difficulties experienced by our parent company and/or by any of our associate companies in Brazil, or direct or indirect subsidiaries of our parent company.
While we issue stock options or other equity awards as key components of our overall compensation and employee attraction and retention efforts, we are required under IFRS to recognize compensation expense in our operating results for employee stock-based compensation under our equity grant programs, which may increase the pressure to limit stock-based compensation and jeopardize our ability to hire, retain and motivate qualified personnel.
While we issue stock options or other equity awards as key components of our overall compensation and employee attraction and retention efforts, we are required under IFRS Accounting Standards to recognize compensation expense in our operating results for employee stock-based compensation under our equity grant programs, which may increase the pressure to limit stock-based compensation and jeopardize our ability to hire, retain and motivate qualified personnel.
See “—Risks Related to Latin America—Significant foreign currency exchange controls and currency devaluation in certain countries in which we operate which may have adverse effects on the economies of such countries, us and the price of our Class A common shares.” We rely on search engines and social networking sites to attract a meaningful portion of our SMB customers.
See “—Certain Risks Relating to Latin America — Significant foreign currency exchange controls and currency devaluation in certain countries in which we operate which may have adverse effects on the economies of such countries, us and the price of our Class A common shares .” We rely on search engines and social networking sites to attract a meaningful portion of our SMB customers.
Any such claims can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses, and it could also adversely affect our reputation, business, financial condition or results of operation. 37 Table of Contents We may be subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.
Any such claims can be time-consuming, divert management’s attention and resources and cause us to incur significant expenses, and it could also adversely affect our reputation, business, financial condition or results of operation. 36 Table of Contents We may be subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.
FTSE Russell requires greater than five percent of the company’s voting rights (aggregated across all of its equity securities, including, where identifiable, those not listed or trading) in the hands of public shareholders whereas S&P Dow Jones announced that companies with multiple share class structures, such as ours, will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together comprise the S&P Composite 1500.
FTSE Russell requires greater than five percent of the company’s voting rights (aggregated across all of its equity securities, including, where identifiable, those not listed or trading) in the hands of public shareholders whereas S&P Dow Jones announced that companies with multiple share class structures, such as ours, 49 Table of Contents will not be eligible for inclusion in the S&P 500, S&P MidCap 400 and S&P SmallCap 600, which together comprise the S&P Composite 1500.
We also plan to dedicate significant resources to sales and marketing programs, including search engine and other online advertising with respect to our small and medium business, or SMB platform, online stores, which represented less than 7.0% of our revenues in the year ended December 31, 2022.
We also plan to dedicate significant resources to sales and marketing programs, including search engine and other online advertising with respect to our small and medium business, or SMB platform, online stores, which represented less than 7.0% of our revenues in the year ended December 31, 2023.
Even if the market in which we compete meets the size estimates and growth rates we forecast, our business could fail to grow at similar rates, if at all. Our business is susceptible to risks associated with international sales and the use of our platform in various countries. We currently have customers in 38 countries.
Even if the market in which we compete meets the size estimates and growth rates we forecast, our business could fail to grow at similar rates, if at all. Our business is susceptible to risks associated with international sales and the use of our platform in various countries. We currently have customers in 43 countries.
In recent years, the sovereign credit ratings of some of the countries in which they operate have experienced negative trends, with ratings deteriorating in Argentina, Brazil and Colombia. As of December 31, 2022, the sovereign credit ratings for Argentina were CCC+, Ca and CCC, as set by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, respectively.
In recent years, the sovereign credit ratings of some of the countries in which they operate have experienced negative trends, with ratings deteriorating in Argentina, Brazil and Colombia. As of December 31, 2023, the sovereign credit ratings for Argentina were CCC-, Ca and CCC-, as set by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, respectively.
Fluctuations in the exchange rates between the Brazilian real and other currencies could result in an increase to the Brazilian equivalent of such expenses. 28 Table of Contents In addition, our international subsidiaries may maintain net assets that are denominated in currencies other than the functional operating currencies of these entities.
Fluctuations in the exchange rates between the Brazilian real and other currencies could result in an increase to the Brazilian equivalent of such expenses. 27 Table of Contents In addition, our international subsidiaries may maintain net assets that are denominated in currencies other than the functional operating currencies of these entities.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.
In those circumstances, although there is no statutory enforcement in the Cayman Islands of 52 Table of Contents judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met.
If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from customers using products that contained the open source software and required to comply with onerous conditions or restrictions on these products.
If an author or other third party that distributes such open source software were to allege that we had not complied with the conditions of one or more of these licenses, we could be required to incur significant legal 21 Table of Contents expenses defending against such allegations and could be subject to significant damages, enjoined from generating revenue from customers using products that contained the open source software and required to comply with onerous conditions or restrictions on these products.
Such litigation could result in the impairment or loss of portions of our intellectual property 24 Table of Contents and require us to, among other things, redesign or stop providing our products, pay substantial amounts to satisfy judgments or settle claims or lawsuits, pay substantial royalty or licensing fees, or satisfy indemnification obligations that we have with certain parties with whom we have commercial relationships.
Such litigation could result in the impairment or loss of portions of our intellectual property and require us to, among other things, redesign or stop providing our products, pay substantial amounts to satisfy judgments or settle claims or lawsuits, pay substantial royalty or licensing fees, or satisfy indemnification obligations that we have with certain parties with whom we have commercial relationships.
See “—The ongoing economic uncertainty and political instability in Brazil and the other countries in which we operate, may harm us and the price of our Class A common shares” and “Item 5. Operating and Financial Review and Prospects—A.
See “— The ongoing economic uncertainty and political instability in Brazil and the other countries in which we operate, may harm us and the price of our Class A common shares ” and “Item 5. Operating and Financial Review and Prospects—A.
The GDPR also provides that EU member states may make their own further laws and regulations limiting the processing of personal data. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and despite our efforts, governmental authorities or others may assert that our business practices fail to comply with its 26 Table of Contents requirements.
The GDPR also provides that EU member states may make their own further laws and regulations limiting the processing of personal data. Ensuring compliance with the GDPR is an ongoing commitment that involves substantial costs, and despite our efforts, governmental authorities or others may assert that our business practices fail to comply with its requirements.
Failure to comply with the relevant requirements or an early termination of this exemption will significantly adversely affect the results of operations of VTEX Informatica S.A. We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws. Non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.
Failure to comply with the relevant requirements or an early termination of this exemption will significantly adversely affect the results of operations of VTEX Informatica S.A. 34 Table of Contents We are subject to anti-corruption, anti-bribery, anti-money laundering and similar laws. Non-compliance with such laws can subject us to criminal and/or civil liability and harm our business.
Accordingly, our efforts to develop and expand the geographic footprint of our operations may not be successful, which could limit our ability to grow our business. 15 Table of Contents Our sales and the use of our platform in various countries subject us to risks that include, but are not limited to: • the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with servicing international customers and operating numerous international locations; • difficulties in managing systems integrators and technology partners; • differing technology standards; • our ability to effectively price our products in competitive international markets; • new and different sources of competition or other changes to our current competitive landscape; • understanding and reconciling different technical standards, data privacy and telecommunications regulations, registration and certification requirements outside of Brazil, which could prevent customers from deploying our products or limit their usage; • our ability to comply with Brazilian Federal Law No. 13,709/2018, as amended ( Lei Geral de Proteção de Dados Pessoais ), or the LGPD, and laws, regulations and industry standards relating to data privacy, data localization and security enacted in countries and other regions in which we operate or do business; • potentially greater difficulty collecting trade receivable and longer payment cycles; • higher or more variable network service provider fees outside of Brazil; • the need to adapt and localize our products for specific countries; • the need to offer customer support in various languages; • lack of familiarity and burdens and complexity involved with complying with multiple, conflicting and changing foreign laws, standards, regulatory requirements, tariffs, export controls and other barriers; • greater difficulty in enforcing contracts, including our universal terms of service and other agreements; • differing labor regulations, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; • reduced or uncertain protection for intellectual property rights in some countries; • compliance with various anti-bribery and anti-corruption laws such as the U.S.
Our sales and the use of our platform in various countries subject us to risks that include, but are not limited to: • the difficulty of managing and staffing international operations and the increased operations, travel, infrastructure and legal compliance costs associated with servicing international customers and operating numerous international locations; • difficulties in managing systems integrators and technology partners; • differing technology standards; • our ability to effectively price our products in competitive international markets; • new and different sources of competition or other changes to our current competitive landscape; • understanding and reconciling different technical standards, data privacy and telecommunications regulations, registration and certification requirements outside of Brazil, which could prevent customers from deploying our products or limit their usage; • our ability to comply with Brazilian Federal Law No. 13,709/2018, as amended ( Lei Geral de Proteção de Dados Pessoais ), or the LGPD, and laws, regulations and industry standards relating to data privacy, data localization and security enacted in countries and other regions in which we operate or do business; 14 Table of Contents • potentially greater difficulty collecting trade receivable and longer payment cycles; • higher or more variable network service provider fees outside of Brazil; • the need to adapt and localize our products for specific countries; • the need to offer customer support in various languages; • lack of familiarity and burdens and complexity involved with complying with multiple, conflicting and changing foreign laws, standards, regulatory requirements, tariffs, export controls and other barriers; • greater difficulty in enforcing contracts, including our universal terms of service and other agreements; • differing labor regulations, where labor laws are generally more advantageous to employees as compared to the United States, including deemed hourly wage and overtime regulations in these locations; • reduced or uncertain protection for intellectual property rights in some countries; • compliance with various anti-bribery and anti-corruption laws such as the U.S.
In addition, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited by us or divulged proprietary or other confidential information to us. As our operations expand, we will require additional engineering support staff to sustain the increased use of our platform and services.
In addition, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited by us or divulged proprietary or other confidential information to us. 16 Table of Contents As our operations expand, we will require additional engineering support staff to sustain the increased use of our platform and services.
Our servers may be unable to achieve or maintain data transmission capacity sufficient for timely service of increased traffic or order processing and the failure of data centers, internet service providers or other third-party service providers to meet our capacity requirements could result in interruptions or delays in access to our platform and inhibit our ability to grow our business and scale our operations.
Our servers may be unable to achieve or maintain data transmission capacity sufficient for timely service of increased 20 Table of Contents traffic or order processing and the failure of data centers, internet service providers or other third-party service providers to meet our capacity requirements could result in interruptions or delays in access to our platform and inhibit our ability to grow our business and scale our operations.
As a result, our shareholders bear the risk of future issuances of debt or equity securities reducing the value of our Class A common shares and diluting their interest. 32 Table of Contents Payment transactions on our commerce platform subject us to regulatory requirements and other risks that could be costly and difficult to comply with or that could harm our business.
As a result, our shareholders bear the risk of future issuances of debt or equity securities reducing the value of our Class A common shares and diluting their interest. Payment transactions on our commerce platform subject us to regulatory requirements and other risks that could be costly and difficult to comply with or that could harm our business.
The increasing level of inflation in Argentina has generated pressure for further depreciation of the Argentine peso, which depreciated against the U.S. dollar by 40.5%, 22.0% and 72.5% in 2020, 2021 and 2022, respectively.
The increasing level of inflation in Argentina has generated pressure for further depreciation of the Argentine peso, which depreciated against the U.S. dollar by 22.0% and 72.5% in 2021 and 2022, respectively.
Item 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Certain Risks Relating to Our Business and Industry Although we have experienced significant growth in recent periods, we have recorded net losses since 2019.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not applicable. 8 Table of Contents C. Reasons for the Offer and Use of Proceeds Not applicable. D. Risk Factors Certain Risks Relating to Our Business and Industry Although we have experienced significant growth in recent periods, we have recorded net losses since 2019.
We and the market price of our securities may be harmed by changes in government policies, as well as general economic factors, including, without limitation: • growth or downturn of the relevant economy; • interest rates and monetary policies; • exchange rates and currency fluctuations; • inflation; • liquidity of the capital and lending markets; • import and export controls; • exchange controls and restrictions on remittances abroad and payments of dividends; • modifications to laws and regulations according to political, social and economic interests; • fiscal policy and changes in tax laws and related interpretations by tax authorities; • economic, political and social instability, including general strikes and mass demonstrations; • the regulatory framework governing our industry; • labor and social security regulations; 38 Table of Contents • public health, including as a result of epidemics and pandemics, such as the COVID-19 pandemic; • changes in demographics; and • other political, diplomatic, social and economic developments in or affecting Latin America.
We and the market price of our securities may be harmed by changes in government policies, as well as general economic factors, including, without limitation: • growth or downturn of the relevant economy; • interest rates and monetary policies; • exchange rates and currency fluctuations; • inflation; • liquidity of the capital and lending markets; • import and export controls; • exchange controls and restrictions on remittances abroad and payments of dividends; • modifications to laws and regulations according to political, social and economic interests; 37 Table of Contents • fiscal policy and changes in tax laws and related interpretations by tax authorities; • economic, political and social instability, including general strikes and mass demonstrations; • the regulatory framework governing our industry; • labor and social security regulations; • public health, including as a result of epidemics and pandemics; • changes in demographics; and • other political, diplomatic, social and economic developments in or affecting Latin America.
Information security risks for companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, as well as nation-state and nation-state-supported actors.
Information security risks for companies such as ours have significantly increased in recent years in part because of the proliferation of new technologies, the use of internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of organized crime, hackers, terrorists and other external parties, as well as 18 Table of Contents nation-state and nation-state-supported actors.
Additionally, new or modified tax laws could increase our customers’ and our compliance, operating and other costs, as well as the costs of our platform. Any or all of these events could adversely impact our business and financial performance. 33 Table of Contents Moreover, our application of certain tax laws may be subject to controversial interpretation by tax authorities.
Additionally, new or modified tax laws could increase our customers’ and our compliance, operating and other costs, as well as the costs of our platform. Any or all of these events could adversely impact our business and financial performance. Moreover, our application of certain tax laws may be subject to controversial interpretation by tax authorities.
Negative publicity may have an adverse impact on our reputation or the morale of our employees, which could adversely affect our business, financial condition and results of operations. Risks Related To Latin America Governments have a high degree of influence in Brazil and the other economies in which we operate.
Negative publicity may have an adverse impact on our reputation or the morale of our employees, which could adversely affect our business, financial condition and results of operations. Certain Risks Relating to Latin America Governments have a high degree of influence in Brazil and the other economies in which we operate.
If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and the price of our Class A common shares may be more volatile. Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.
If some investors find our Class A common shares less attractive as a result, there may be a less active trading market for our Class A common shares and the price of our Class A common shares may be more volatile. 51 Table of Contents Our shareholders may face difficulties in protecting their interests because we are a Cayman Islands exempted company.
See “—Risks Related to Latin America—Significant foreign currency exchange controls and currency devaluation in certain countries in which we operate which may have adverse effects on the economies of such countries, us and the price of our Class A common shares,” “The ongoing economic uncertainty and political instability in Brazil and the other countries in which we operate may harm us and the price of our Class A common shares” and “Dividends and Dividend Policy.” We may require additional financing to support our future capital requirements.
See “—Certain Risks Relating to Latin America— Significant foreign currency exchange controls and currency devaluation in certain countries in which we operate which may have adverse effects on the economies of such countries, us and the price of our Class A common shares ,” “ The ongoing economic uncertainty and political instability in Brazil and the other countries in which we operate may harm us and the price of our Class A common shares ” and “Dividends and Dividend Policy.” We may require additional financing to support our future capital requirements.
Interest rates have increased rapidly in the United States in the year ended December 31, 2022. For instance, in March 2022, the U.S. Federal Reserve raised its benchmark federal funds rate by 0.25% to a range between 0.25% and 0.50%, the first increase since December 2018. Since then, U.S.
Interest rates have increased rapidly in the United States in the year ended December 31, 2022. For instance, in March 2022, the U.S. Federal Reserve raised its benchmark federal funds rate by 0.25% to a range between 0.25% and 0.50%, the first increase since December 2018. Throughout 2022 and 2023, the U.S.
The then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A common shares. 53 Table of Contents We are a Cayman Islands exempted company with limited liability.
The then prevailing exchange rate may not afford non-Brazilian investors with full compensation for any claim arising out of or related to our obligations under the Class A common shares. We are a Cayman Islands exempted company with limited liability.
Following failure after two consecutive years the Grand Court of the Cayman Islands may make an order requiring the relevant entity to take specified action to satisfy the economic substance test or ordering it that it is defunct or be struck off. 54 Table of Contents
Following failure after two consecutive years the Grand Court of the Cayman Islands may make an order requiring the relevant entity to take specified action to satisfy the economic substance test or ordering it that it is defunct or be struck off.
We also may choose not to pursue registrations in every jurisdiction or allow certain of our registered intellectual property rights, or our pending applications for intellectual property rights, to lapse or to become abandoned if we determine that obtaining or maintaining the applicable registered intellectual property rights is not worthwhile.
We also may choose not to pursue registrations in every jurisdiction or allow certain of our registered intellectual property rights, or our pending applications for intellectual property 22 Table of Contents rights, to lapse or to become abandoned if we determine that obtaining or maintaining the applicable registered intellectual property rights is not worthwhile.
In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. We will follow Cayman Islands laws and regulations that are applicable to Cayman Islands companies.
In addition, we intend to rely on exemptions from certain U.S. rules which will permit us to follow Cayman Islands legal requirements rather than certain of the requirements that are applicable to U.S. domestic registrants. 50 Table of Contents We will follow Cayman Islands laws and regulations that are applicable to Cayman Islands companies.
Key personnel of the acquired companies may choose not to work for us, their software may not be easily adapted to work with ours, or we may have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise.
Key personnel of the acquired companies 29 Table of Contents may choose not to work for us, their software may not be easily adapted to work with ours, or we may have difficulty retaining the customers of any acquired business due to changes in ownership, management, or otherwise.
In addition, the terms of Brexit could 43 Table of Contents potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions, and may cause us to lose investors, investment opportunities and employees.
In addition, the terms of Brexit could potentially disrupt the markets we serve and the tax jurisdictions in which we operate and adversely change tax benefits or liabilities in these or other jurisdictions, and may cause us to lose investors, investment opportunities and employees.
The LGPD applies to individuals or legal entities and private or government entities who process personal data in Brazil or collect personal data in Brazil or, further, when their processing activities have the purpose of offering or supplying goods or services to data subjects located in Brazil.
The LGPD applies to individuals or legal entities and private or government entities who process personal data in Brazil or collect personal data in Brazil or, further, when their 24 Table of Contents processing activities have the purpose of offering or supplying goods or services to data subjects located in Brazil.
If we fail to successfully promote, protect and maintain our brand, we may fail to attract enough new customers or retain our existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer. We face intense competition, especially from well-established companies offering solutions and related applications.
If we fail to successfully promote, protect and maintain our brand, we may fail to attract enough new customers or retain our existing customers to realize a sufficient return on our brand-building efforts, and our business could suffer. 12 Table of Contents We face intense competition, especially from well-established companies offering solutions and related applications.
If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers could suffer and our reputation with existing or potential customers could be harmed. 17 Table of Contents If we are unable to hire, retain and motivate qualified personnel, our business will suffer.
If we do not help our customers quickly resolve issues and provide effective ongoing support, our ability to sell new software to existing and new customers could suffer and our reputation with existing or potential customers could be harmed. If we are unable to hire, retain and motivate qualified personnel, our business will suffer.
If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, and our operating results may be negatively affected. 11 Table of Contents Our customers use our services for processes that are critical to their businesses.
If we are unable to respond to these changes in a cost-effective manner, our platform may become less marketable and less competitive or obsolete, and our operating results may be negatively affected. Our customers use our services for processes that are critical to their businesses.
Dollar in the past. In 2020, 2021 and 2022 the Argentine peso depreciated 40.5%, 22.0%, and 72.5% respectively, against the U.S. dollar in nominal terms. There can be no assurance that the Argentine peso will not again depreciate against the U.S. dollar or other currencies in the future.
Dollar in the past. In 2021, 2022 and 2023 the Argentine peso depreciated 22.0%, 72.5%, and 356.5% respectively, against the U.S. dollar in nominal terms. There can be no assurance that the Argentine peso will not again depreciate against the U.S. dollar or other currencies in the future.
Such actions could increase our marketing costs and result in decreased traffic to our website 12 Table of Contents If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.
Such actions could increase our marketing costs and result in decreased traffic to our website If we fail to maintain or grow our brand recognition, our ability to expand our customer base will be impaired and our financial condition may suffer.
Open source software is generally freely accessible, usable and modifiable. Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products and platform.
Few of the licenses applicable to open source software have been interpreted by courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products and platform.
In particular, each potential investor should: • have sufficient knowledge and experience to make a meaningful evaluation of our Class A common shares, the merits and risks of investing in our Class A common shares and the information contained in this annual report; • have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio; • have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares; • understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and • be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. 48 Table of Contents Class A common shares eligible for future sale may cause the market price of our Class A common shares to drop significantly.
In particular, each potential investor should: • have sufficient knowledge and experience to make a meaningful evaluation of our Class A common shares, the merits and risks of investing in our Class A common shares and the information contained in this annual report; • have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in our Class A common shares and the impact our Class A common shares will have on its overall investment portfolio; • have sufficient financial resources and liquidity to bear all of the risks of an investment in our Class A common shares; • understand thoroughly the terms of our Class A common shares and be familiar with the behavior of any relevant indices and financial markets; and • be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
In 2020, 2021 and 2022 the Colombian peso depreciated 4.6%, 18.3% and 19.1% respectively, against the U.S. dollar in nominal terms. There can be no assurance that the Colombian peso will not again depreciate against the U.S. dollar or other currencies in the future. The value of the Argentine peso has been subject to significant devaluation against the U.S.
In 2021, 2022 and 2023 the Colombian peso depreciated 18.3%, 19.1% and appreciated 20.1% respectively, against the U.S. dollar in nominal terms. There can be no assurance that the Colombian peso will not again depreciate against the U.S. dollar or other currencies in the future. The value of the Argentine peso has been subject to significant devaluation against the U.S.
The value of the Mexican peso has also been subject to significant fluctuations with respect to the U.S. dollar in the past and may be subject to significant fluctuations in the future. In 2020, 2021 and 2022, the Mexican peso depreciated 5.5%, 2.7% and appreciated 4.7% respectively, against the U.S. dollar in nominal terms.
The value of the Mexican peso has also been subject to significant fluctuations with respect to the U.S. dollar in the past and may be subject to significant fluctuations in the future. In 2021, 2022 and 2023, the Mexican peso depreciated 2.7%, appreciated 4.7% and 13.1% respectively, against the U.S. dollar in nominal terms.
Since September 2019, the current Argentine government has tightened restrictions on capital flows and imposed exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments outside of Argentina.
Specifically in the case of Argentina, since September 2019, the government has tightened restrictions on capital flows and imposed foreign exchange controls and transfer restrictions, substantially limiting the ability of companies to retain foreign currency or make payments outside of Argentina.
Any actual or perceived failure of our products to comply with or enable our customers to comply with such applicable laws and regulations would harm our business, results of operations and financial condition.” We depend on third-party data hosting and transmission services.
Any actual or perceived failure of our products to comply with or enable our customers to comply with such applicable laws and regulations would harm our business, results of operations and financial condition .” See “Item 16K. Cybersecurity—Cybersecurity Risk Management.” We depend on third-party data hosting and transmission services.
Travel Act, the Brazilian Federal Law No. 12,846/2013, as amended, or the Brazilian Anticorruption Law, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and similar laws and regulations in other jurisdictions; • changes in international trade policies, tariffs and other non-tariff barriers, such as quotas and local content rules; 16 Table of Contents • more limited protection for intellectual property rights in some countries; • compliance with (1) tax regulations in the countries in which we operate, including the complexities of foreign value-added tax (or other tax) systems and restrictions on the repatriation of earnings, which may lead to unintended abusive planning, penalties and reputational risk, or being deemed a permanent establishment and (2) payment obligations of tax on digital services in jurisdictions where we do not have legal presence; • currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future; • restrictions on the transfer of funds; • deterioration of political relations between Brazil and other countries; • the impact of natural disasters and public health epidemics such as COVID-19 on employees, contingent workers, partners, travel and the global economy and the ability to operate freely and effectively in a region that may be fully or partially on lockdown; and • political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location. • impact and effects arising from the conflict between Russia and Ukraine.
Travel Act, the Brazilian Federal Law No. 12,846/2013, as amended, or the Brazilian Anticorruption Law, the UK Bribery Act of 2010, the UK Proceeds of Crime Act 2002, and similar laws and regulations in other jurisdictions; • changes in international trade policies, tariffs and other non-tariff barriers, such as quotas and local content rules; • more limited protection for intellectual property rights in some countries; • compliance with (1) tax regulations in the countries in which we operate, including the complexities of foreign value-added tax (or other tax) systems and restrictions on the repatriation of earnings, which may lead to unintended abusive planning, penalties and reputational risk, or being deemed a permanent establishment and (2) payment obligations of tax on digital services in jurisdictions where we do not have legal presence; • currency exchange rate fluctuations and the resulting effect on our revenue and expenses, and the cost and risk of entering into hedging transactions if we chose to do so in the future; • restrictions on the transfer of funds; • deterioration of political relations between Brazil and other countries; • the impact of natural disasters and public health epidemics on employees, contingent workers, partners, travel and the global economy and the ability to operate freely and effectively in a region that may be fully or partially on lockdown; and • political or social unrest or economic instability in a specific country or region in which we operate, which could have an adverse impact on our operations in that location. • impact and effects arising from the conflict between Russia and Ukraine and the recent attack by Hamas on Israel from the Gaza Strip. 15 Table of Contents These factors may cause our international costs of doing business to exceed our comparable domestic costs and may also require significant management attention and financial resources.
In the years ended December 31, 2022 and 2021, 15.6% and 17.3% of our revenues were denominated in, or linked to, U.S. dollars, respectively.
In the years ended December 31, 2023 and 2022, 20.3% and 15.6% of our revenues were denominated in, or linked to, U.S. dollars, respectively.
In the years ended December 31, 2022 and 2021 we generated 45.4% and 47.2% of our total revenue from customers outside Brazil. Besides Brazil, we currently have customers in Argentina, Chile, Colombia, France, Italy, Mexico, Peru, Portugal, Romania, Singapore, Spain, the United Kingdom and the United States, among other 24 countries.
In the years ended December 31, 2023 and 2022 we generated 45.7% and 45.4% of our total revenue from customers outside Brazil. Besides Brazil, we currently have customers in Argentina, Chile, Colombia, France, Italy, Mexico, Peru, Portugal, Romania, Singapore, Spain, the United Kingdom and the United States, among other 29 countries.
The exchange rate reported by the Central Bank was R$5.581 per US$1.00 on December 31, 2021, R$5.218 per US$1.00 on December 31, 2022 and R$5,207 per US$1.00 on March 1, 2023. There can be no assurance that the real will not again depreciate against the U.S. dollar or other currencies in the future.
The exchange rate reported by the Central Bank was R$5.581 per US$1.00 on December 31, 2021, R$5.218 per US$1.00 on December 31, 2022, R$4.841 per US$1.00 on December 31, 2023 and R$4.9813 per US$1.00 on February 26, 2024. There can be no assurance that the real will not again depreciate against the U.S. dollar or other currencies in the future.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. This material weakness did not result in a material misstatement of our consolidated financial statements.
A material weakness is a deficiency, or combination of control deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As a consequence of the re-imposition of exchange controls, the spread between the official exchange rate and other exchange rates resulting implicitly from certain capital market operations usually effected to obtain U.S. dollars has broadened significantly, reaching a value of approximately 89% above the official exchange rate as of March 1, 2023.
As a consequence of the re-imposition of exchange controls, the spread between the official exchange rate and other exchange rates resulting implicitly from certain capital market operations usually effected to obtain U.S. dollars has broadened significantly, reaching a value of approximately 26% above the official exchange rate as of February 26, 2024.
Although total revenue in the years ended December 31, 2022 and 2021 grew 25.3% and 27.5% in U.S. dollars, our reporting and functional currency, and 22.3% and 29.8% on an FX neutral basis, the foreign currency exchange rates in 2022 relative to 2021 and 2021 relative to 2020 resulted in an increase of 2.4% and a decrease of 1.8% in our revenue growth, respectively.
Although total revenue in the years ended December 31, 2023 and 2022 grew 27.8% and 25.3% in U.S. dollars, our reporting and functional currency, and 23.7% and 22.3% on an FX neutral basis, the foreign currency exchange rates in 2023 relative to 2022 and 2022 relative to 2021 resulted in an increase of 3.3% and in an increase of 2.4% in our revenue growth, respectively.
Consequently, we may not be able to generate sufficient revenue to achieve and sustain profitability; our recent levels of growth may not be indicative of our future growth and will depend on our ability to attract new customers, retain existing customers and increase sales to both new and existing customers, particularly if the growth in ecommerce during the COVID-19 pandemic fails to continue after the COVID-19 pandemic ends or consumer spending is adversely impacted by a challenging macroeconomic environment or general economic downturns.
Consequently, we may not be able to generate sufficient revenue to achieve and sustain profitability; our recent levels of growth may not be indicative of our future growth and will depend on our ability to attract new customers, retain existing customers, and increase sales to both new and existing customers, particularly if ecommerce growth ceases or consumer spending is adversely impacted by a challenging macroeconomic environment or general economic downturns.
Our operations depend, in part, on our third-party providers’ 21 Table of Contents protection of their facilities and infrastructure against damage, interruption and other performance problems, including from natural disasters, power or telecommunications failures, criminal acts, infrastructure changes, human or software errors, cybersecurity attacks, or similar events (such as the COVID-19 pandemic).
Our operations depend, in part, on our third-party providers’ protection of their facilities and infrastructure against damage, interruption and other performance problems, including from natural disasters, power or telecommunications failures, criminal acts, infrastructure changes, human or software errors, cybersecurity attacks, or similar events.
In addition, we may be subject to additional obligations to collect and remit sales tax and other taxes. The jurisdictions in which we operate have differing rules and regulations governing sales, use, value-added and other taxes, and these rules and regulations are subject to varying interpretations that may change over time.
The jurisdictions in which we operate have differing rules and regulations governing sales, use, value-added and other taxes, and these rules and regulations are subject to varying interpretations that may change over time.
This rate is set by the Monetary Policy Committee of the Central Bank of Brazil ( Comitê de Política Monetária ), or COPOM. Any change in interest rate, in particular any volatile swings, can adversely affect our growth, indebtedness and financial condition.
As of the date of this annual report, the official Brazilian base interest rate is 11.75%. This rate is set by the Monetary Policy Committee of the Central Bank of Brazil ( Comitê de Política Monetária ), or COPOM. Any change in interest rate, in particular any volatile swings, can adversely affect our growth, indebtedness and financial condition.
As of December 31, 2022, the sovereign credit ratings for Brazil were BB-, Ba2 and BB-, as set by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, respectively. 42 Table of Contents As of December 31, 2022, the sovereign credit ratings for Colombia were BB+, Baa2 and BB+, as set by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, respectively.
As of December 31, 2023, the sovereign credit ratings for Brazil were BB, Ba2 and BB, as set by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, respectively. As of December 31, 2023, the sovereign credit ratings for Colombia were BB+, Ba2 and BB+, as set by Standard & Poor’s, Moody’s Investors Service and Fitch Ratings, respectively.
Additional factors that may influence the length and variability of our sales cycle include: • the effectiveness of our sales force, as we hire and train our new salespeople to sell to mid-market and large enterprise customers; 14 Table of Contents • the discretionary nature of purchasing and budget cycles and decisions; • the obstacles placed by customers’ procurement process; • economic conditions and other factors impacting customers’ budgets, including as a result of the COVID-19 pandemic; • customers’ integration complexity; • customers’ familiarity with SaaS ecommerce solutions; • customers’ evaluation of competing products during the purchasing process; and • evolving customer demands.
Additional factors that may influence the length and variability of our sales cycle include: • the effectiveness of our sales force, as we hire and train our new salespeople to sell to mid-market and large enterprise customers; • the discretionary nature of purchasing and budget cycles and decisions; • the obstacles placed by customers’ procurement process; • customers’ integration complexity; • customers’ familiarity with SaaS ecommerce solutions; • customers’ evaluation of competing products during the purchasing process; and • evolving customer demands.
Also, our employees customers, or customers contractors may inadvertently or be fraudulently instructed by third parties to disclose credentials, usernames, passwords or other access keys , which may, in turn, be used to access our ecommerce platform, commit identity theft or carry out other prohibited activities, including the irregular collection and use of personal information of our customers and their end-consumers. 19 Table of Contents We also use third-party service providers and subprocessors to help us deliver services to customers and their end-consumers.
Also, our employees customers, or customers contractors may inadvertently or be fraudulently instructed by third parties to disclose credentials, usernames, passwords or other access keys , which may, in turn, be used to access our ecommerce platform, commit identity theft or carry out other prohibited activities, including the irregular collection and use of personal information of our customers and their end-consumers.
The successful assertion of one or more large claims against us, or changes in any insurance policies we may enter into, including premium increases or the imposition of large deductible or co-insurance requirements, could have an adverse effect on our business, financial condition and results of operations.
Insurers could also deny coverage as to any future claim. The successful assertion of one or more large claims against us, or changes in any insurance policies we may enter into, including premium increases or the imposition of large deductible or coinsurance requirements, could have an adverse effect on our business, financial condition and results of operations.
During recent years, there has been significant volatility in the official Brazilian base interest rate, which ranged from 14.25%, on December 31, 2015 to 2.00% on December 31, 2020, increasing to 9.25% on December 31, 2021 and 13.75% on December 31, 2022. As of the date of this annual report, the official Brazilian base interest rate is 13.75%.
During recent years, there has been significant volatility in the official Brazilian base interest rate, which ranged from 14.25%, on December 31, 2015 to 2.00% on December 31, 2020, increasing to 9.25% on December 31, 2021, 13.75% on December 31, 2022 and 11.75% on December 31, 2023.
However, we experienced 8 Table of Contents resilient growth in revenue, recording a 25.3% increase in total revenue to US$157.6 million in the year ended December 31, 2022, from US$125.8 million in the year ended December 2021, and 27.5% increase in total revenue to US$125.8 million in the year ended December 31, 2021, from US$98.7 million in the year ended December 31, 2020.
However, we experienced resilient growth in revenue, recording a 27.8% increase in total revenue to US$201.5 million in the year ended December 31, 2023, from US$157.6 million in the year ended December 2022, and 25.3% increase in total revenue in the year ended December 31, 2022, from US$125.8 million in the year ended December 31, 2021.
Our controlling shareholders directly or indirectly hold 65.7% of our Class B common shares, resulting in their ownership of 39.1% of our outstanding shares and 61.2% of the combined voting power of our Class A and Class B common shares. See “Item 7. Major Shareholders and Related Party Transactions—A.
Our controlling shareholders directly or indirectly hold 66.0% of our Class B common shares, resulting in their ownership of 38.6% of our outstanding shares and 61.6% of the combined voting power of our Class A and Class B common shares. See “Item 7. Major Shareholders and Related Party Transactions—A.
We incurred a net loss of US$52.4 million, US$60.5 million, and US$0.8 million in the years ended December 31, 2022, 2021 and 2020, respectively.
We incurred a net loss of US$13.7 million, US$52.4 million and US$60.5 million in the years ended December 31, 2023, 2022 and 2021, respectively.
Certain other state laws, including the recently enacted Virginia Consumer Data Protection Act, impose similar privacy obligations and all 50 states have laws including obligations to provide notification of certain security breaches to affected individuals, state officials and others.
Certain other state laws, including the recently enacted Virginia Consumer Data Protection Act, impose similar privacy obligations and all 50 states have laws including obligations to provide notification of certain security breaches to affected individuals, state officials and others. In the APAC region, Data Protection Authorities have applied substantial penalties in case of privacy or security breaches.
In 2022, the challenging and uncertain macroeconomic environment influenced our customers’ planning and decision-making processes. Consequently, our sales cycle has been at the high end of the sales cycle ranges, while we also experienced an increase in the average time to implement the VTEX platform with our customers.
The challenging and uncertain macroeconomic environment influenced our customers’ planning and decision-making processes. Consequently, in 2022 our sales cycle has been at the high end of the sales cycle ranges, while we also experienced an increase in the average time to implement the VTEX platform and longer than usual ramp-up times from customers that recently implemented the VTEX platform.
We cannot ensure that the Biden administration will adopt policies designed to promote macroeconomic stability, fiscal discipline, as well as domestic and foreign investment, which may materially and adversely impact the trading price of securities of Brazilian issuers, including our Class A common shares.
We cannot ensure that the Biden administration will adopt policies designed to promote macroeconomic stability, fiscal discipline, as well as domestic and foreign investment, which may materially and adversely impact the trading price of securities of Brazilian issuers, including our Class A common shares. In addition, the U.S. presidential elections are scheduled to take place in November 2024.
Integrating third-party technology can be complex, costly and time-consuming, and third parties may be unwilling to build such necessary integrations. Consequently, we may be required to devote additional resources to develop integrations for business applications on our own.
Identifying, negotiating and documenting relationships with additional strategic technology of partners requires significant resources. Integrating third-party technology can be complex, costly and time-consuming, and third parties may be unwilling to build such necessary integrations. Consequently, we may be required to devote additional resources to develop integrations for business applications on our own.
Any failure or security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation or a loss of confidence in our security measures, which could also adversely affect our business.
Any failure or security breach of information systems or data could result in a violation of applicable privacy and other laws, significant legal and financial exposure, damage to our reputation or a loss of confidence in our security measures, which could also adversely affect our business. 40 Table of Contents These and other global and regional conditions may adversely affect our business, financial condition and results of operations.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeCustomers can also build more sophisticated native apps by using our APIs and commerce micro-services together with their preferred mobile native or hybrid development framework. • Brick-and-mortar stores/field sales: Our VTEX inStore solution is built for field sales and store associates to enable them to sell products from the store they operate, as well as products and inventory connected to any store or fulfillment node connected to our customers’ network through the “endless aisle.” We also offer social selling extensions to allow sales associates to better serve their online and offline consumers across all channels. • Telesales : VTEX OMS has a GUI that allows telesales reps to easily incorporate past consumer behavior to pre-build orders on behalf of the consumer they are serving.
Biggest changeCustomers can also build more sophisticated native apps by using our APIs and commerce micro-services together with their preferred mobile native or hybrid development framework. • Brick-and-mortar stores/field sales: Our VTEX Sales App solution is designed for both field sales and store associates, facilitating access to inventory across all channels with an “endless aisle” approach.
Multiple price tables can be created and used to achieve discriminating pricing in multiple business contexts. • Promotion : The VTEX platform offers a comprehensive module to manage multiple promotion use-cases for retail and CPG companies, such as “buy together bundles,” “more for less,” “progressive discounts” and “buy one get one free.” The module also allows our customers to create audiences, coupons, and gift cards. • Site editor: With VTEX’s site editor, business users can customize their storefront with a simple GUI and with no coding needs.
Multiple price tables can be created and used to achieve discriminating pricing in multiple business contexts. • Promotion : The VTEX platform offers a comprehensive module to manage multiple promotion use-cases for retail and CPG companies, such as “buy together bundles,” “more for less,” “progressive discounts” and “buy one get one free.” The module also allows our customers to create audiences, coupons, and gift cards. • Site editor: VTEX’s site editor enables business users to customize their storefront with a simple GUI and with no coding needs.
Brazil In September 2020, Brazilian Federal Law No. 13,709/2018, the Brazilian General Data Protection Law (Lei Geral de Proteção de Dados Pessoais), or LGPD, came into effect to regulate the processing of personal data in Brazil.
Latam In September 2020, Brazilian Federal Law No. 13,709/2018, the Brazilian General Data Protection Law ( Lei Geral de Proteção de Dados Pessoais ), or LGPD, came into effect to regulate the processing of personal data in Brazil.
This ecosystem includes app developers, theme designers, SIs, agencies, payment providers, marketplaces and other partners who are deeply embedded within our platform. We have business partners located in more than 15 countries that design and customize storefronts, develop apps and enable third-party integration for customers on the VTEX platform.
This ecosystem includes app developers, theme designers, SIs, agencies, payment providers, marketplaces and other partners who are deeply embedded within our platform. We have business partners located in more than 20 countries that design and customize storefronts, develop apps and enable third-party integration for customers on the VTEX platform.
As of December 31, 2022, we have been issued trademark registrations in Brazil covering trademarks including “VTEX”, “VTEX Day”, “TETRIX”, “Bora Vender”, “#BoraVender”, “Go Commerce”, “Bora Varejo”, “Bora Doar”, “Smartcheckout”, “True Cloud Commerce”, “Ciashop”, “Integrando-se”, “Loja Integrada”, “Xtech Commerce”, “Commerce Society”, “Time to Revenue”, “Indeva” and “Hiring Coders”.
As of December 31, 2023, we have been issued trademark registrations in Brazil covering trademarks including “VTEX”, “VTEX Day”, “TETRIX”, “Bora Vender”, “#BoraVender”, “Go Commerce”, “Bora Varejo”, “Bora Doar”, “Smartcheckout”, “True Cloud Commerce”, “Ciashop”, “Integrando-se”, “Loja Integrada”, “Xtech Commerce”, “Commerce Society”, “Time to Revenue”, “Indeva” and “Hiring Coders”.
Comprised of over 20 countries with a total population of over 616 million, the region encompasses multiple languages, currencies and regulatory regimes. The size and complexity of the region present us with a significant opportunity as the geographic incumbent leader and a competitive advantage relative to solution providers that are less familiar with the intricacies of the region.
Comprised of over 20 countries with a total population of over 665 million, the region encompasses multiple languages, currencies and regulatory regimes. The size and complexity of the region present us with a significant opportunity as the geographic incumbent leader and a competitive advantage relative to solution providers that are less familiar with the intricacies of the region.
We offer more than 100 extensible, pre-built commerce capabilities and apps to compose an enterprise-level, industry-leading web store. • Mobile : Our customers can leverage store framework mobile-first components to create progressive web apps with the same look and feel as their web store.
We offer more than 150 extensible, pre-built commerce capabilities and apps to compose an enterprise-level, industry-leading web store. • Mobile : Our customers can leverage store framework mobile-first components to create progressive web apps with the same look and feel as their web store.
Same-day delivery is becoming increasingly popular among online shoppers and is known to improve customer satisfaction, efficiency, and trust, while also reducing shipping and vehicle expenses. The intense competition in retail, both online and in-store, is causing businesses to meet the needs of consumers by offering on-demand delivery to their homes or workplaces.
This demonstrated that same-day delivery is becoming increasingly popular among online shoppers and is known to improve customer satisfaction, efficiency, and trust, while also reducing shipping and vehicle expenses. The intense competition in retail, both online and in-store, is causing businesses to meet the needs of consumers by offering on-demand delivery to their homes or workplaces.
All VTEX storefronts and VTEX Admin can be customized and extended through VTEX IO. 72 Table of Contents • VTEX Data Services : VTEX data services offer an environment to extend and evolve our platform data modeling in a scalable and secure environment.
All VTEX storefronts and VTEX Admin can be customized and extended through VTEX IO. 70 Table of Contents • VTEX Data Services : VTEX data services offer an environment to extend and evolve our platform data modeling in a scalable and secure environment.
Many countries have laws prohibiting these types of payments within the respective country. Historically, technology companies have been the target of FCPA and other anti-corruption investigations and penalties. In addition, we are subject to U.S. and foreign laws and regulations that restrict our activities in certain countries and with certain persons.
Many countries have laws prohibiting these types of payments within the respective country. Historically, technology companies have been the target of FCPA and other anti-corruption investigations and penalties. 75 Table of Contents In addition, we are subject to U.S. and foreign laws and regulations that restrict our activities in certain countries and with certain persons.
Following the United Kingdom’s withdrawal from the EU on January 31, 2020, pursuant to the transitional arrangements agreed to between the United Kingdom and European Union, the GDPR continued to have effect in law in the 76 Table of Contents United Kingdom, and continued to do so until December 31, 2020 as if the United Kingdom remained a member state of the EU for such purposes.
Following the United Kingdom’s withdrawal from the EU on January 31, 2020, pursuant to the transitional arrangements agreed to between the United Kingdom and European Union, the GDPR continued to have effect in law in the United Kingdom, and continued to do so until December 31, 2020 as if the United Kingdom remained a member state of the EU for such purposes.
Our platform delivers fast time-to-market and ease of use, while providing customization and extensibility for each of our customers. 74 Table of Contents Intellectual Property Our intellectual property and proprietary rights are important to our business.
Our platform delivers fast time-to-market and ease of use, while providing customization and extensibility for each of our customers. 72 Table of Contents Intellectual Property Our intellectual property and proprietary rights are important to our business.
These solutions are challenging, time intensive and expensive to update. Businesses of all sizes often lack the time and resources required to upgrade, patch, and modernize their legacy software to address consumer and technology trends. 61 Table of Contents • Lengthy deployment cycle . Traditional enterprise solutions typically have long and costly deployment cycles.
These solutions are challenging, time intensive and expensive to update. Businesses of all sizes often lack the time and resources required to upgrade, patch, and modernize their legacy software to address consumer and technology trends. • Lengthy deployment cycle . Traditional enterprise solutions typically have long and costly deployment cycles.
We have achieved a number of significant milestones marking our expansion throughout our history: 56 Table of Contents We have a deep history of delivering world-class commerce solutions throughout Brazil and the broader Latin America region. We are expanding our presence internationally and today we serve large blue-chip enterprises.
We have achieved a number of significant milestones marking our expansion throughout our history: We have a deep history of delivering world-class commerce solutions throughout Brazil and the broader Latin America region. We are expanding our presence internationally and today we serve large blue-chip enterprises.
Our subscription revenue is based on a fixed subscription fee and a transaction-based fee. The transaction-based fee accounts for most of our subscription revenues and is primarily structured as a take rate or percentage of the total value of the orders processed through our platform, including value added taxes and shipping, which we refer to as our GMV.
The transaction-based fee accounts for most of our subscription revenues and is primarily structured as a take rate or percentage of the total value of the orders processed through our platform, including value added taxes and shipping, which we refer to as our GMV.
Our customers can also track customer orders and their purchase history and manage relationships and conversations with customers in a simple GUI. • Behavioral emails : The VTEX platform offers behavioral emails according to important shopping triggers, including order placement and cart abandonment. • Ecosystem of apps • We have business partners located in more than 15 countries that design and customize storefronts, develop apps and enable third-party integration for customers on the VTEX platform.
Our customers can also track customer orders and their purchase history and manage relationships and conversations with customers in a simple GUI. 66 Table of Contents • Behavioral emails : The VTEX platform offers behavioral emails according to important shopping triggers, including order placement and cart abandonment. • Ecosystem of apps • We have business partners located in more than 20 countries that design and customize storefronts, develop apps and enable third-party integration for customers on the VTEX platform.
We believe that our market will expand as consumers continue to shift purchases to online channels and brands and retailers adapt to evolving consumer preferences. Our Solution VTEX provides a SaaS digital commerce platform for enterprise brands and retailers.
We believe that our market will expand as consumers continue to shift purchases to online channels and brands and retailers adapt to evolving consumer preferences. Our Solution VTEX offers a SaaS digital commerce platform tailored for enterprise brands and retailers.
Our fully extensible, API-first business capabilities enable customers to rapidly deploy commerce solutions and provide flexibility to build and customize the entire commerce experience at scale. 64 Table of Contents • Collaborates with suppliers and partners . We provide a commerce platform that embraces digital collaboration to fuel growth, power innovation and build relationships online.
Our fully extensible, API-first business capabilities enable customers to rapidly deploy commerce solutions and provide flexibility to build and customize the entire commerce experience at scale. • Collaborates with suppliers and partners . We provide a commerce platform that embraces digital collaboration to fuel growth, power innovation and build relationships online.
Organizational Structure The following is a chart of our current corporate structure as of the date of this annual report: 77 Table of Contents (1) For more details on the subsidiaries, please refer to note 1 to our consolidated financial statements.
Organizational Structure The following is a chart of our current corporate structure as of the date of this annual report: (1) For more details on the subsidiaries, please refer to note 1 to our consolidated financial statements.
As such, retailers require enablement platforms with the scalability and flexibility to serve their consumer. Rapidly changing consumer preferences driving need for retailers to innovate How consumers discover, learn about and ultimately purchase products is evolving due to digital transformation and advances in technology.
As such, retailers require enablement platforms with the scalability and flexibility to serve their consumer. 59 Table of Contents Rapidly changing consumer preferences driving need for retailers to innovate How consumers discover, learn about and ultimately purchase products is evolving due to digital transformation and advances in technology.
On May 28, 2021, we acquired 100% of the capital of Suiteshare Tecnologia da Informação Ltda., or Suiteshare, a company that offers a conversational commerce solution enabling brands to connect with their customers via WhatsApp to perform support and sales. Guava Desenvolvimento de Software Ltda.
Suiteshare Tecnologia da Informação Ltda. On May 28, 2021, we acquired 100% of the capital of Suiteshare Tecnologia da Informação Ltda., or Suiteshare, a company that offers a conversational commerce solution enabling brands to connect with their customers via WhatsApp to perform support and sales.
Our solutions enable our customers to digitally collaborate with suppliers and partners, to expand product assortment, test new products, explore new markets and attract new customers by coordinating with third-party suppliers and drop-ship partners for inventory and fulfillment. • Strengthens the relationship between brands and their consumers .
Our solutions enable our customers to digitally collaborate with suppliers and partners, to expand product assortment, test new products, explore new markets and attract new customers by coordinating with third-party suppliers and drop-ship partners for inventory and fulfillment. 63 Table of Contents • Strengthens the relationship between brands and their consumers .
Customers can also allocate specific inventory to sell on a specific external marketplace. 67 Table of Contents • Shipping strategies : The VTEX platform offers flexibility to develop tailor-made shipping strategies. Our platform allows our customers to set up multiple docks and warehouses where inventory is allocated as needed.
Customers can also allocate specific inventory to sell on a specific external marketplace. • Shipping strategies : The VTEX platform offers flexibility to develop tailor-made shipping strategies. Our platform allows our customers to set up multiple docks and warehouses where inventory is allocated as needed.
Our partners span the following key areas: • Payment; • Shipping; • Fraud & lending; • Marketplace; • POS & omnichannel; • Search & Merchandising; and • Marketing automation. Sales and Marketing The VTEX sales team partners with companies globally to plan and implement transformative digital projects with VTEX’s solutions and products.
Our partners span the following key areas: 68 Table of Contents • Payment; • Shipping; • Fraud & lending; • Marketplace; • POS & omnichannel; • Search & Merchandising; and • Marketing automation. Sales and Marketing The VTEX sales team partners with companies globally to plan and implement transformative digital projects with VTEX’s solutions and products.
(3) Fulfillment flexibility : The VTEX platform seamlessly integrates multiple fulfillment channels. • First party fulfillment: The VTEX platform allows retailers to natively configure shipping policies and carriers to perform fulfillment and integrate with multiple warehouses and loading docks where inventory can be allocated.
(3) Expanding and connecting all fulfillment channels : The VTEX platform seamlessly integrates multiple fulfillment channels. • First party fulfillment: The VTEX platform allows retailers to natively configure shipping policies and carriers to perform fulfillment and integrate with multiple warehouses and loading docks where inventory can be allocated.
A number of the jurisdictions in which we operate have adopted or are considering adopting data protection and privacy laws and regulations, including, among others, Brazil, the United States, the European Union and the United Kingdom.
A number of the jurisdictions in which we operate have adopted or are considering adopting data protection and privacy laws and regulations, including, among others, the APAC region, the European Union and United Kingdom, Latam and the United States.
Additionally, 84.2% of our enterprise revenues came from customers who have been on the VTEX platform for over one year, for the year ended December 31, 2022. • Strong alignment with our customers’ success. We deliver our platform through a subscription revenue model that includes both fixed and GMV-based variable components.
Additionally, 88.9% of our enterprise revenues came from customers who have been on the VTEX platform for over one year, for the year ended December 31, 2023. • Strong alignment with our customers’ success. We deliver our platform through a subscription revenue model that includes both fixed and GMV-based variable components.
(3) Consists of common shares held by Data Center Holding II LLC, IT Brazil Group II LLC, RCP II Brazil Holdings LLC and RCP II (Parallel B) Brazil Holdings LLC, based on a statement on Schedule 13D jointly filed on January 6, 2023. D. Property, Plant and Equipment Our Properties We are headquartered in the United Kingdom.
(4) Consists of common shares held by Data Center Holding II LLC, IT Brazil Group II LLC, RCP II Brazil Holdings LLC and RCP II (Parallel B) Brazil Holdings LLC, based on a statement on Schedule 13D jointly filed on March 29, 2023. D. Property, Plant and Equipment Our Properties We are headquartered in the United Kingdom.
For the years ended December 31, 2022 2021 and 2020, purchases originated from customers located in: (1) Brazil represented 54.6%, 52.8% and 57.2% of our total revenue, respectively; (2) Latin America (excluding Brazil) represented 35.4%, 38.2% and 37.0% of our total revenue, respectively; and (3) the rest of world represented 10.0%, 9.0% and 5.8% of our total revenue, respectively.
For the years ended December 31, 2023, 2022 and 2021, purchases originated from customers located in: (1) Brazil represented 54.3%, 54.6% and 52.8% of our total revenue, respectively; (2) Latin America (excluding Brazil) represented 34.9%, 35.4% and 38.2% of our total revenue, respectively; and (3) the rest of world represented 10.8%, 10.0% and 9.0% of our total revenue, respectively.
At the same time, it represents only approximately 12.4% of all total retail sales in Latin America, a lag of 4 years compared to current global ecommerce penetration of 19.7%, presenting an enormous opportunity and runway for growth as more sales shift online.
At the same time, it represents only approximately 10.1% of all total retail sales in Latin America, a lag of 5 years compared to current global ecommerce penetration of 19.5%, presenting an enormous opportunity and runway for growth as more sales shift online.
This revenue model strategically aligns us with our customers: we grow by enabling them to grow. In the years ended December 31, 2022 and 2021, our customers generated US$12.7 billion and US$9.7 billion of GMV within our platform.
This revenue model strategically aligns us with our customers: we grow by enabling them to grow. In the years ended December 31, 2023 and 2022, our customers generated US$16.5 billion and US$12.7 billion of GMV within our platform.
(2) Robust solution ecosystem: Powered by native solutions and best-of-breed, plug-and-play ecosystem solutions, the VTEX platform (1) provides enterprise customers with CMS, distributed OMS, and CRM and (2) allows integration with various digital marketplaces and payments solutions, connecting to PCI acquirers and anti-fraud providers. • Content management • Product catalog : Customers can upload thousands of SKUs and maintain data quality seamlessly.
(2) Powering a complete commerce solution: Powered by native solutions and best-of-breed, plug-and-play ecosystem solutions, the VTEX platform (i) provides enterprise customers with CMS, distributed OMS, and CRM and (ii) allows integration with various digital marketplaces and payments solutions, connecting to PCI acquirers and anti-fraud providers. • Content management • Product catalog : Customers can upload thousands of SKUs and maintain data quality seamlessly.
The impact of the COVID-19 pandemic further accelerated the adoption of ecommerce, which drove broader business growth while brick-and-mortar stores were closed and consumers increased their ecommerce spending due to extensive stay at home orders. 63 Table of Contents Projected global ecommerce growth Source: Insider Intelligence Global GMV was estimated to be approximately US$5.7 trillion in 2022, and is expected to grow to approximately US$8.1 trillion by 2026, according to Insider Intelligence.
The impact of the COVID-19 pandemic further accelerated the adoption of ecommerce, which drove broader business growth while brick-and-mortar stores were closed and consumers increased their ecommerce spending due to extensive stay at home orders. 62 Table of Contents Projected global ecommerce growth Source: Insider Intelligence Global GMV was estimated to be approximately US$5.8 trillion in 2023, and is expected to grow to approximately US$8.0 trillion by 2027, according to Insider Intelligence.
In the years ended December 31, 2022 and 2021, our platform processed US$12.7 billion, and US$9.7 billion. As we continue to expand our platform offerings as well as our global reach, we expect to capture more of this GMV.
In the years ended December 31, 2023 and 2022, our platform processed US$16.5 billion, and US$12.7 billion. As we continue to expand our platform offerings as well as our global reach, we expect to capture more of this GMV.
This modularity allows for highly personalized logistics and fulfillment setups and possibilities critical to enterprise retailers . • Ship from store: The VTEX platform allows retailers to connect multiple stores to their digital commerce network, share or empower stores to run their catalog and set their own inventory and configure fulfillment nodes for last-mile carrier pick-up orders from stores, in order to deliver to consumers at their shipping addresses.
This modularity allows for highly personalized logistics and fulfillment setups and possibilities critical to enterprise retailers . • Ship from store: The VTEX platform allows retailers to connect multiple stores to their digital commerce network, share or empower stores to run their catalog and set their own inventory and configure fulfillment nodes for last-mile carrier pick-up orders from stores, in order to deliver to consumers at their shipping addresses. • Pick-up in-store: The VTEX Platform allows retailers to connect their brick-and-mortar stores network to their digital commerce platform and offer pick-up solutions integrated to our OMS to run frictionless operations.
The following table outlines significant properties (with over 100 square meters) that we currently lease for office space: Location Square meters (m 2 ) Lease Expiration Date João Pessoa, Brazil 235 03/31/2023 Rio de Janeiro, Brazil 3,168 05/31/2026 São Paulo, Brazil 1,183 09/30/2027 New York, USA 720 02/01/2025 We believe that our facilities are adequate for our current needs and anticipate that suitable additional space will be readily available to accommodate any foreseeable expansion of our operations.
The following table outlines significant properties (with over 100 square meters) that we currently lease for office space: Location Square meters (m 2 ) Lease Expiration Date João Pessoa, Brazil 235 03/31/2024 New York, USA 719 02/28/2025 Rio de Janeiro, Brazil 3,100 05/30/2024 São Paulo, Brazil 1,106 09/30/2027 76 Table of Contents We believe that our facilities are adequate for our current needs and anticipate that suitable additional space will be readily available to accommodate any foreseeable expansion of our operations.
We intend to continue to invest in our research and development capabilities to extend our platform. International Presence We currently power over 3,400 active online stores in 38 countries. Our platform enables businesses to create online stores in the consumer-facing language and currency of their choice.
We intend to continue to invest in our research and development capabilities to extend our platform. International Presence We currently power 3.5 thousand active online stores in 43 countries. Our platform enables businesses to create online stores in the consumer-facing language and currency of their choice.
In Brazil, we have operations in Rio de Janeiro, Curitiba, João Pessoa, São Paulo, Porto Alegre, Recife and Teresópolis. As of December 31, 2022, approximately 71.2% of our employees are located in Brazil, primarily in our R&D department.
In Brazil, we have operations in Curitiba, João Pessoa, Porto Alegre, Recife, Rio de Janeiro, São Paulo, and Teresópolis. As of December 31, 2023, approximately 73.1% of our employees are located in Brazil, primarily in our R&D department.
We also believe we will be able to obtain additional facilities on commercially reasonable terms. 78 Table of Contents Item 4.A. UNRESOLVED STAFF COMMENTS None.
We also believe we will be able to obtain additional facilities on commercially reasonable terms. Item 4.A. Unresolved Staff Comments None.
While our core platform is homogenous, allowing us to have a true multi-tenant SaaS business model and provide quick go-live to enterprise customers, we have developed it with low-code serverless capabilities and fully extensible API-first capabilities, allowing enterprise customers to push code into our core platform and customize for their needs as well as allowing ecosystem partners to develop applications that run directly on our platform.
We scale our platform on demand to ensure ample capacity is available for our customers. 69 Table of Contents While our core platform is homogenous, allowing us to have a true multi-tenant SaaS business model and provide quick go-live to enterprise customers, we have developed it with low-code serverless capabilities and fully extensible API-first capabilities, allowing enterprise customers to push code into our core platform and customize for their needs as well as allowing ecosystem partners to develop applications that run directly on our platform.
European Union and the United Kingdom The General Data Protection Regulation 2016/679, or the GDPR, became effective in May 2018, and is applicable to companies processing personal data of individuals in the European Union, or the EU, and the European Economic Area, or the EEA.
European Union and the United Kingdom The GDPR became effective in May 2018, and is applicable to companies processing personal data of individuals in the European Union, or the EU, and the European Economic Area, or the EEA.
Our technology combined with our ecosystem of partners solves this problem. We deliver flexibility and simplicity to complex, mission critical commerce operations. We enable our customers to implement multiple go-to-market strategies. Our platform natively combines commerce, order management and marketplace functionality, allowing enterprises to sell a wider assortment of products across more channels than ever before.
We deliver flexibility and simplicity to complex, mission critical commerce operations. We enable our customers to implement multiple go-to-market strategies. Our platform natively combines commerce, order management and marketplace functionality, allowing enterprises to sell a wider assortment of products across more channels than ever before.
Our Market Opportunity Market opportunity in Latin America Latin America is one of the largest and most diverse regions in the world. It is also among the largest growing economies in the world, with an estimated GDP growth rate of 18.6% to US$6.5 trillion by 2026, according to Fitch, driven by technological advances and an emerging middle class.
Our Market Opportunity Market opportunity in Latin America Latin America is one of the largest and most diverse regions in the world. It is also among the largest growing economies in the world, with an estimated GDP growth rate of 6.6% to US$7.9 trillion by 2027, according to Statista, driven by technological advances and an emerging middle class.
We are not complainers; we are proposal makers and we are doers. We listen to each other with commitment, open to the possibility that a diverse perspective might lead us beyond what is predictable.
We are not complainers; we are proposal makers and we are doers. We listen to each other with commitment, open to the possibility that a diverse perspective might lead us beyond what is predictable. It is everyone’s responsibility to create this environment.
Our infrastructure is supported by a research and development team consisting of architects, software engineers and designers. As of December 31, 2022 we had 438 employees in our research and development organization. Over the last year we have spent US$57.2 million in R&D to scale this organization.
Our infrastructure is supported by a research and development team consisting of architects, software engineers and designers. As of December 31, 2023 we had 417 employees in our R&D organization. Over the last year we have spent US$60.1 million in R&D to scale this organization.
In addition to the administrative sanctions due to the noncompliance with the obligations established by the LGPD, we can be held liable for individual or collective material damages, and non-material damages caused to holders of personal data, including when caused by service providers, including SaaS partners, that serve as operators of personal data on our behalf.
In addition to the administrative sanctions due to the noncompliance with the obligations established by the local privacy laws in Latam we can be held liable for individual or collective material damages, and non-material damages caused to data subjects, including when caused by service providers, including SaaS partners, that serve as subprocessors of personal data on our behalf.
As an example, we used these protocols to integrate with Amazon’s Multichannel Fulfillment, or “MCF,” to customers. • Fulfillment partners: We also offer multiple fulfillment business partners, leaders in the regions we operate, that are integrated into the VTEX platform so our enterprise customers have the optionality to leverage them when it makes sense for their business needs. 68 Table of Contents Customer experience/support We provide 24/7 support options to our enterprise customers.
As an example, we used these protocols to integrate with Amazon’s Multichannel Fulfillment, or “MCF,” to customers. • Fulfillment partners: We also offer multiple fulfillment business partners, leaders in the regions we operate, that are integrated into the VTEX platform so our enterprise customers have the optionality to leverage them when it makes sense for their business needs.
Our platform is built to handle large spikes in traffic that accompany events such as new product releases, holiday shopping seasons and flash sales. Being cloud-native and tightly integrated with Amazon Web Services allows us to leverage Amazon’s global network to enhance performance and reliability. We scale our platform on demand to ensure ample capacity is available for our customers.
Our platform is built to handle large spikes in traffic that accompany events such as new product releases, holiday shopping seasons and flash sales. Being cloud-native and tightly integrated with Amazon Web Services allows us to leverage Amazon’s global network to enhance performance and reliability.
The majority of customers we serve are business-to-consumer, or B2C, enterprises powered through our core VTEX platform and represented 85.7% and 84.8% of our revenues for the years ended December 31, 2022 and December 31, 2021, respectively. We help our customers operate over 3,400 active online stores, defined as unique domains generating GMV, across 38 countries globally.
The majority of customers we serve are business-to-consumer, or B2C, enterprises powered through our core VTEX platform and represented 86.2% and 85.7% of our revenues for the years ended December 31, 2023 and December 31, 2022, respectively. We help our customers operate 3.5 thousand active online stores, defined as unique domains generating GMV, across 43 countries globally.
Insider Intelligence estimates the Latin America ecommerce market will grow to US$257.3 billion by 2026. 62 Table of Contents 2022 ecommerce growth year-over-year per region Source: Insider Intelligence Market opportunity globally The global ecommerce market has experienced rapid growth, driven by an acceleration of online penetration over the past 15 years.
Insider Intelligence estimates the Latin America ecommerce market will grow to US$226.5 billion by 2027. 61 Table of Contents 2023 ecommerce growth year-over-year per region Source: Insider Intelligence Market opportunity globally The global ecommerce market has experienced rapid growth, driven by an acceleration of online penetration over the past 15 years.
It creates a more engaging and closer selling process as they can interact whilst making the purchases, increasing conversion rates. 66 Table of Contents • Conversational Commerce : We connect our customers with their end users through real-time conversation in messaging apps, be it through chatbots, artificial intelligence, or real people, to sell their products and services.
It creates a more engaging and closer selling process as they can interact whilst making the purchases, increasing conversion rates. • Conversational Commerce : Our assisted sales solutions connects our customers with their end users through real-time conversation in messaging apps, be it through chatbots, or real people, to sell their products and services.
We have a large, blue-chip customer base across a broad range of end markets, with over 2,600 customers across 38 countries. 85.0% of our ARR is derived from enterprise customers with active online stores, each generating more than US$25 thousand in ARR and with an average ARR per active online store of US$138.2 thousand as of December 31, 2022.
We have a large, blue-chip customer base across a broad range of end markets, with 2.6 thousand customers across 43 countries. 86.4% of our ARR is derived from enterprise customers with active online stores, each generating more than US$25 thousand in ARR and with an average ARR per active online store of US$133.6 thousand as of December 31, 2023.
Our Class A common shares began trading on the NYSE on July 21, 2021, under the symbol “VTEX.” Our Recent Acquisitions WebLinc Corp On January 29, 2021, we acquired 100% of WebLinc Corp, or WorkArea, a U.S. based cloud commerce platform provider, to strengthen our presence in the U.S. and Canadian market. Suiteshare Tecnologia da Informação Ltda.
Our Class A common shares began trading on the NYSE on July 21, 2021, under the symbol “VTEX.” 57 Table of Contents Our Past 3-Years Acquisitions WebLinc Corp On January 29, 2021, we acquired 100% of WebLinc Corp, or WorkArea, a U.S. based cloud commerce platform provider, to strengthen our presence in the U.S. and Canadian market.
In the year ended December 31, 2022, our revenue increased to US$157.6 million from US$125.8 million in the year ended December 31, 2021 representing an increase of 25.3% and 27.5% in U.S. dollars, and 22.3% and 29.8% on an FX neutral basis, respectively.
In the year ended December 31, 2023, our revenue increased to US$201.5 million from US$157.6 million in the year ended December 31, 2022 representing an increase of 27.8% in U.S. dollars, and 23.7% on an FX neutral basis, respectively.
We offer a single platform for commerce that can launch an ecommerce marketplace by easily onboarding new sellers and automatically synchronizing products and inventory across both suppliers and brand partners. • Live Shopping : This feature effectively combines live streaming with direct purchasing.
We offer a single platform for commerce that can launch an ecommerce marketplace by easily onboarding new sellers and automatically synchronizing products and inventory across both suppliers and brand partners. • Live Shopping : The VTEX Live Shopping native app enables customers to effectively combine live streaming with direct purchasing.
Our GMV grew 31.3% and 29.1% in 2022 and 2021 respectively on top of a growth of 95.0% in 2020 in U.S. dollars, which represents a growth of 26.8%, 31.1% and 134.9% respectively on an FX neutral basis.
Our GMV grew 30.2% and 31.3% in 2023 and 2022 respectively on top of a growth of 29.1% in 2021 in U.S. dollars, which represents a growth of 25.3%, 26.8% and 31.1% respectively on an FX neutral basis.
In Latin America, excluding Brazil, we have operations in Bogotá, Buenos Aires, Lima, Medellín, Santiago and Mexico City, where approximately 16.2% of our employees are located. Outside of Latin America, we have operations in Barcelona, Bucharest, Lisbon, London, Milan, Paris, Singapore, and New York, where approximately 12.5% of our employees are located.
In Latin America, excluding Brazil, we have operations in Bogotá, Buenos Aires, Lima, Medelin, Mexico City, and Santiago, where approximately 16.1% of our employees are located. Outside of Latin America, we have operations in Barcelona, Bucharest, Lisbon, London, Milan, Mumbai, New York, Paris, Sidney, and Singapore, where approximately 10.8% of our employees are located.
We offer three types of support plans: standard support is included on all subscriptions; express routing for mid-tiered enterprise customers, and priority support for the highest-tiered enterprise customers. Our support team achieved a strong average customer satisfaction score of 98.0% for the year ended December 31, 2022.
Customer experience/support We provide 24/7 support options to our enterprise customers. We offer three types of support plans: standard support is included on all subscriptions; express routing for mid-tiered enterprise customers, and priority support for the highest-tiered enterprise customers. Our support team achieved a strong average customer satisfaction score of 97.6% for the year ended December 31, 2023.
Our platform, VTEX IO, provides accelerator front-end components tightly integrated with our headless services, low-code development, composable back-end, and auto scalable cloud infrastructure.
Our platform, VTEX IO, provides accelerator front-end components tightly integrated with our headless services, low-code development, composable back-end, and auto scalable cloud infrastructure. We typically integrate with our customers’ code and applications within six months.
We typically integrate with our customers’ code and applications within six months. 71 Table of Contents The design of the VTEX ecommerce platform Based on our Composable Commerce approach, we offer a mix of computing and usability paradigms for customers to build on top of VTEX: • VTEX Core Capabilities RESTful APIs : All our core commerce capabilities are exposed through well-documented APIs.
The design of the VTEX ecommerce platform Based on our Composable Commerce approach, we offer a mix of computing and usability paradigms for customers to build on top of VTEX: • VTEX Core Capabilities RESTful APIs : All our core commerce capabilities are exposed through well-documented APIs.
In the same respective periods, we generated net losses of US$52.4 million and US$60.5 million, net cash used by operating activities of US$29.2 million and US$53.0 million, and negative Free Cash Flow of US$29.6 million and US$54.8 million, respectively.
In the same respective periods, we generated net losses of US$13.7 million and US$52.4 million, net cash provided by operating activities of US$4.3 million and net cash used in operating activities of US$29.2 million, and positive Free Cash Flow of US$3.8 million and negative US$29.6 million, respectively.
Our platform is extensible across a wide range of end markets, including Home Appliances, Apparel & Accessories, Beauty & Health, Electronics, Grocery, Department Stores, Toys & Hobbies, and Home, Furniture & Decoration. 69 Table of Contents 2022 revenue by vertical Our Ecosystem of Technology Partners and Applications Driving Positive Network Effects We have built a strong network ecosystem with over 3,000 integrated solutions, 1,000 SIs, 300 marketplaces, 150 payments solutions and 90 logistics companies.
Our platform is extensible across a wide range of end markets, including Home Appliances, Apparel & Accessories, Beauty & Health, Electronics, Grocery, Department Stores, Toys & Hobbies, and Home, Furniture & Decoration. 2023 revenue by vertical Our Ecosystem of Technology Partners and Applications Driving Positive Network Effects We have built a strong network ecosystem with over 6,000 VTEX IO extensions created by third parties, 1,000 SIs and ISVs, 330 marketplaces, 180 payments solutions and 90 logistics companies.
We have a thriving third-party ecosystem, including providers for shipping, marketplaces, point-of-sale, omnichannel, marketing automation, search, merchandising, SIs, agencies, payments, anti-fraud and lending. We have built a strong network ecosystem with over 3,000 integrated solutions, 1,000 SIs, 300 marketplaces, 150 payments solutions and 90 logistics companies.
We have a thriving third-party ecosystem, including providers for shipping, marketplaces, point-of-sale, omnichannel, marketing automation, search, merchandising, SIs, agencies, payments, anti-fraud and lending. We have built a strong network ecosystem with over 6,000 VTEX IO extensions created by third parties, 1,000 SIs and ISVs, 330 marketplaces, 180 payments solutions and 90 logistics companies.
The key capabilities of our single control panel platform are illustrated and summarized below. 65 Table of Contents (1) Comprehensive commerce coverage: The VTEX platform creates a true omnichannel experience by connecting our enterprise customers across all their sales channels. • Web : VTEX customers can leverage our website store framework to quickly and efficiently launch and evolve web stores tailor-made for their business.
(1) Connecting and amplifying all sales channels: The VTEX platform creates a true omnichannel experience by connecting our enterprise customers across all their sales channels. 64 Table of Contents • Web : VTEX customers can leverage our website store framework to quickly and efficiently launch and evolve web stores tailor-made for their business.
As of December 31, 2022, we had a team of 377 sales and marketing professionals, being 47.5% in Brazil, 31.3% in Latin America, excluding Brazil, and 21.2% outside of Latin America. 70 Table of Contents We generate leads through three main channels: referrals and leads from existing customers and ecosystem partners; VTEX publications and events; and paid digital marketing campaigns.
As of December 31, 2023, we had a team of 344 sales and marketing professionals, being 50.0% in Brazil, 31.7% in Latin America, excluding Brazil, and 18.3% outside of Latin America. We generate leads through three main channels: referrals and leads from existing customers and ecosystem partners; VTEX publications and events; and paid digital marketing campaigns.
The number of active online stores we service increased by 6.0% from December 31, 2021 to December 31, 2022.
The number of active online stores we service increased by 3.8% from December 31, 2022 to December 31, 2023.
We also offer our customers three types of technical support: basic problem solving and solutions involving platform functionality; advanced solutions involving platform functionality, third-party applications or API integrations; and product support engineering for complex API or third-party integrations, developer inquiries and bug identification and triage.
We also offer our customers three types of technical support: basic problem solving and solutions involving platform functionality; advanced solutions involving platform functionality, third-party applications or API integrations; and product support engineering for complex API or third-party integrations, developer inquiries and bug identification and triage. 67 Table of Contents Professional services VTEX offers paid professional services that complement the capabilities of our customers and their implementation partners.
We serve customers with multiple tiers of subscription plans and transaction-based fees based on the size of the customer and their expected GMV.
Our transaction-based fee model aligns our success with our customers’ success and our revenue grows as our customers’ GMV grows. We serve customers with multiple tiers of subscription plans and transaction-based fees based on the size of the customer and their expected GMV.
In case of noncompliance with the LGPD, we can be subject to administrative sanctions applicable by the ANPD from August 1, 2021 onwards, on an isolated or cumulative basis, that can range from a warning, obligation to disclose incidents, temporary blocking and/or elimination of personal data related to the infraction, a simple fine of up to 2.0% of our revenue, or revenue of the Company or group of companies in Brazil for the last fiscal year, excluding taxes, up to the global amount of R$50 million per violation, a daily fine, up to the aforesaid global limit, suspension of the operation of the database related to the infraction for a maximum period of six months, which can be extended for an equal period, up to the regularization of the processing by the controlling shareholder, suspension of activities related to processing of personal data related to the infraction for a period of six months, which can be extended for an equal period, and partial or total prohibition to exercise activities related to data processing.
The LGPD provides for, among others, the rights of data subjects, the legal bases applicable to the processing of personal data, the requisites to obtain consent, the obligations and requisites related to security incidents and leakages and transfers of data, either Brazilian or international, as well as the creation of the National Authority for Data Protection (Autoridade Nacional de Proteção de Dados), or ANPD, responsible for the inspection, promotion, disclosure, regulation, establishment of guidelines and application of the law. 74 Table of Contents In case of noncompliance with the LGPD, we can be subject to administrative sanctions applicable by the ANPD from August 1, 2021 onwards, on an isolated or cumulative basis, that can range from a warning, obligation to disclose incidents, temporary blocking and/or elimination of personal data related to the infraction, a simple fine of up to 2.0% of our revenue, or revenue of the Company or group of companies in Brazil for the last fiscal year, excluding taxes, up to the global amount of R$50 million per violation, a daily fine, up to the aforesaid global limit, suspension of the operation of the database related to the infraction for a maximum period of six months, which can be extended for an equal period, up to the regularization of the processing by the controlling shareholder, suspension of activities related to processing of personal data related to the infraction for a period of six months, which can be extended for an equal period, and partial or total prohibition to exercise activities related to data processing.
Without an effective digital presence, retailers are often overlooked by consumers, lag behind competitors and have difficulty generating growth. Retailers of all sizes are required to invest in digital transformation to build out and test new business models and strategies. Robust omnichannel solutions are now standard for an effective digital transformation strategy.
Retailers of all sizes are required to invest in digital transformation to build out and test new business models and strategies. Robust omnichannel solutions are now standard for an effective digital transformation strategy.
Latin America ecommerce is growing rapidly, yet still represents a small fraction of the total retail market. According to Insider Intelligence, ecommerce in Latin America grew to US$167.0 billion in 2022, a growth rate of 18.8% over 2021, making it the fastest-growing region among all major world regions.
Latin America ecommerce is growing rapidly, yet still represents a small fraction of the total retail market. According to Insider Intelligence, ecommerce in Latin America grew to US$144.7 billion in 2023, a growth rate of 14.3% over 2022, making it one of the fastest-growing regions.
By integrating with suppliers, distributors, third-party vendors, franchisees, warehouses, and brick-and-mortar stores, enterprises can rapidly implement new business models and digital experiences, including direct-to-consumer, marketplace, ship from store, endless aisle, drop-ship, conversational commerce and live shopping.
By integrating with suppliers, distributors, third-party vendors, franchisees, warehouses, and brick-and-mortar stores, enterprises can rapidly implement new business models and digital experiences, including direct-to-consumer, marketplace, ship from store, endless aisle, drop-ship, conversational commerce and live shopping. We call this set of deep integrations “Collaborative Commerce.” Our Collaborative Commerce approach benefits from a powerful ecosystem with significant network effects.
We are fascinated by the amount of impact that applying technology to business can have. For us, customers are bearers of exciting opportunities: we make ourselves responsible for their growth and success.
The same mindset applies to our culture: we continue to learn and to expand our capacity to comprehend and impact the world. 71 Table of Contents We are fascinated by the amount of impact that applying technology to business can have. For us, customers are bearers of exciting opportunities: we make ourselves responsible for their growth and success.
For the year ended December 31, 2022, approximately 85.0% of our ARR was derived from active online stores on our platform that generated ARR of US$25.0 thousand or more and with an average ARR per active online store of US$138.2 thousand.
We have a large, blue-chip customer base with 2.6 thousand customers. For the year ended December 31, 2023, approximately 86.4% of our ARR was derived from active online stores on our platform that generated ARR of US$25.0 thousand or more and with an average ARR per active online store of US$133.6 thousand.
Professional services VTEX offers paid professional services that complement the capabilities of our customers and their implementation partners. Our services help speed customers’ time-to-market and improve the success and growth of their businesses. Optional services include project management, solutions architecting, and implementation consulting. We usually offer these services to our largest and most complex new enterprise customers.
Our services help speed customers’ time-to-market and improve the success and growth of their businesses. Optional services include project management, solutions architecting, and implementation consulting. We usually offer these services to our largest and most complex new enterprise customers. Regular enterprise customers generally rely on our ecosystem of partners across system integrators, agencies and implementation companies to implement our platform.
Tech Co Ltd., Arbalete Fund Inc., Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria. Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria specifically disclaims beneficial ownership of shares that are not directly owned by them, respectively.
Includes common shares held of record by Itacare Corporation, Imbetiba Fund Inc., Mira Limited, Abrolhos One Limited, Signo Inv. Tech Co Ltd., Arbalete Fund Inc., Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria. Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria specifically disclaim beneficial ownership of shares that are not directly owned by them.
These administrative sanctions can be applied by other public authorities, such as the Attorney General’s Office and consumer protection agencies. We can also be subject to civil liabilities for violation of these laws.
These administrative sanctions can be applied by other public authorities, such as the Attorney General’s Office and consumer protection agencies. We can also be subject to civil liabilities for violation of these laws. Other Latam countries in which VTEX operates have also adopted data protection legislation influenced by the GDPR. Such legislation is comprehensive, covering all economic sectors.
We benefit from the acceleration of digitalization globally, and in particular in Latin America, where ecommerce is still underpenetrated. Accelerating ecommerce growth, evolving consumer expectations and the proliferation of digital shopping alternatives are raising the bar for brands and retailers to stay relevant. Legacy structures developed over years force enterprises to choose between deep customization and speed to market.
Accelerating ecommerce growth, evolving consumer expectations and the proliferation of digital shopping alternatives are raising the bar for brands and retailers to stay relevant. Legacy structures developed over years force enterprises to choose between deep customization and speed to market. Our technology combined with our ecosystem of partners solves this problem.
Our platform offers a variety of capabilities, including web, mobile, conversational commerce, live shopping and in-store sales, distributed order management, channel management, seller management, content and catalog management and fulfillment channel integrations. We help our customers rapidly execute their bespoke commerce strategies, and provide unprecedented time to revenue.
We help fashion, grocery and other retailers to expand their reach through omnichannel, marketplace and drop-ship models. Our platform offers a variety of capabilities, including web, mobile, conversational commerce, live shopping and in-store sales, distributed order management, channel management, seller management, content and catalog management and fulfillment channel integrations.
Our go-to-market strategy is focused on acquiring new customers and driving continued use of our platform for existing customers. We primarily focus our selling efforts on large organizations and sell our platform through a direct sales force, which targets technical and business leaders who are leveraging ecommerce to improve their business performance.
We primarily focus our selling efforts on large organizations and sell our platform through a direct sales force, which targets technical and business leaders who are leveraging ecommerce to improve their business performance. Our sales organization consists of business development representatives, account executives, and solution engineers.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFor additional information on our Non-GAAP measures see “Part I—Introduction—Special Note Regarding Non-GAAP Financial Measures.” Free Cash Flow The following table presents a reconciliation of our Free Cash Flow to Net cash provided by operating activities for the following periods: For the year ended December 31, 2022 2021 2020 (in US$ millions) Net cash provided by (used in) operating activities (29.2) (53.0) 11.2 Acquisition of intangibles related to acquisitions — (0.4 ) — Acquisitions of property and equipment (0.3 ) (1.4 ) (1.6 ) Free Cash Flow (29.5 ) (54.8 ) 9.6 FX Neutral measures The following tables set forth selected income statement line items on an FX Neutral basis for the years ended December 31, 2022, 2021 and 2020: For the year ended December 31, As reported On an FX Neutral basis (1) 2022 2021 % variation 2022 2021 % variation (in US$ millions except as otherwise indicated) Subscription revenue 148.5 118.5 25.3 % 144.0 118.5 21.6 % Services revenue 9.1 7.3 24.7 % 9.7 7.3 33.2 % Total revenue 157.6 125.8 25.3 % 153.8 125.8 22.3 % Subscription cost (41.4 ) (38.4 ) 7.8 % (41.7 ) (38.4 ) 8.8 % Services cost (11.4 ) (11.2 ) 1.8 % (11.9 ) (11.2 ) 6.5 % Total cost (52.8 ) (49.6 ) 6.5 % (53.7 ) (49.6 ) 8.2 % Gross profit 104.8 76.2 37.5 % 100.1 76.2 31.4 % Operating expenses (154.7 ) (142.1 ) 8.9 % (154.5 ) (142.1 ) 8.7 % Loss from operation (49.9 ) (65.9 ) (24.3 )% (54.4 ) (65.9 ) (17.5 )% 93 Table of Contents For the year ended December 31, As reported On an FX Neutral basis (1) 2021 2020 % variation 2021 2020 % variation (in US$ millions except as otherwise indicated) Subscription revenue 118.5 93.4 26.9 % 120.7 93.4 29.2 % Services revenue 7.3 5.3 37.7 % 7.4 5.3 39.4 % Total revenue 125.8 98.7 27.5 % 128.1 98.7 29.8 % Subscription cost (38.4 ) (27.8 ) 38.1 % (38.4 ) (27.8 ) 38.3 % Services cost (11.2 ) (7.1 ) 57.7 % (11.1 ) (7.1 ) 56.9 % Total cost (49.6 ) (34.9 ) 42.1 % (49.5 ) (34.9 ) 42.0 % Gross profit 76.2 63.8 19.4 % 78.5 63.8 23.1 % Operating expenses (142.1 ) (57.3 ) 148.0 % (141.8 ) (57.3 ) 147.4 % Income (loss) from operation (65.9 ) 6.5 — (63.2 ) 6.5 n/a (1) We calculate FX Neutral measures by using the average monthly exchange rates for each month during 2021 or 2020, as the case may be, and applying them to the corresponding months in 2022 or 2021, respectively, so as to calculate what our results would have been had exchange rates remained stable from one financial year to the next.
Biggest changeDollars, unless otherwise indicated) Net cash provided by (used in) operating activities 4.3 (29.2 ) (53.0 ) Acquisition of intangibles related to acquisitions — — (0.4 ) Acquisitions of property and equipment (0.5 ) (0.3 ) (1.4 ) Free Cash Flow 3.8 (29.5 ) (54.8 ) 90 Table of Contents FX Neutral measures The following tables set forth selected income statement line items on an FX Neutral basis for the years ended December 31, 2023, 2022 and 2021: For the year ended December 31, As reported On an FX Neutral basis (1) 2023 2022 % variation 2023 2022 % variation (in US$ millions except as otherwise indicated) Subscription revenue 190.3 148.5 28.2 % 184.0 148.5 23.9 % Services revenue 11.2 9.1 22.6 % 11.0 9.1 20.3 % Total revenue 201.5 157.6 27.8 % 195.0 157.6 23.7 % Gross profit 140.6 104.8 34.1 % 134.7 104.8 28.5 % Loss from operation (14.6 ) (49.9 ) (70.7 )% (17.3 ) (49.9 ) (65.4 )% 2022 2021 % variation 2022 2021 % variation (in US$ millions except as otherwise indicated) Subscription revenue 148.5 118.5 25.3 % 144.0 118.5 21.6 % Services revenue 9.1 7.3 24.7 % 9.7 7.3 33.2 % Total revenue 157.6 125.8 25.3 % 153.8 125.8 22.3 % Gross profit 104.8 76.2 37.5 % 100.1 76.2 31.4 % Loss from operation (49.9 ) (65.9 ) (24.3 )% (54.4 ) (65.9 ) (17.5 )% (1) We calculate FX Neutral measures by using the average monthly exchange rates for each month during 2022 or 2021, as the case may be, and applying them to the corresponding months in 2023 or 2022, respectively, so as to calculate what our results would have been had exchange rates remained stable from one financial year to the next.
Income tax Our income tax income decreased by US$5.4 million, to an income of US$4.0 million in 2022 from an income of US$9.5 million in 2021, primarily attributable to lower amount of deferred tax assets booked in respect to certain tax loss carried forward and temporary differences.
Income tax Our income tax income decreased by US$5.4 million, to an income of US$4.0 million in 2022 from an income of US$9.5 million in 2021, primarily attributable to lower amount of deferred tax assets booked with respect to certain tax loss carried forward and temporary differences.
Operating Results The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the three years ended December 31, 2022, 2021 and 2020, and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial and Other Information.” Key Metric—Gross Merchandise Value The key metric we use to measure our performance, identify trends affecting our business, formulate our business plan projections and support our strategic decisions is GMV.
Operating Results The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements for the three years ended December 31, 2023, 2022 and 2021, and the notes thereto, included elsewhere in this annual report, as well as the information presented under “Presentation of Financial and Other Information.” Key Metric—Gross Merchandise Value The key metric we use to measure our performance, identify trends affecting our business, formulate our business plan projections and support our strategic decisions is GMV.
Historical Consolidated Results of Operations Comparison of Results of Operations for the Years Ended December 31, 2022 and 2021 The following table sets forth our consolidated statements of profit or loss for the years ended December 31, 2022 and 2021. The period-to-period comparison of financial results is not necessarily indicative of future results.
Comparison of Results of Operations for the Years Ended December 31, 2022 and 2021 The following table sets forth our consolidated statements of profit or loss for the years ended December 31, 2022 and 2021. The period-to-period comparison of financial results is not necessarily indicative of future results.
We expect our total operating expenses to leverage gradually over time. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to improve our platform and accelerate our market expansion.
We expect our total operating expenses to leverage more gradually over time. We also intend to continue to evaluate strategic acquisitions and investments in businesses and technologies to improve our platform and accelerate our market expansion.
B. Liquidity and Capital Resources The following discussion of our liquidity and capital resources is based on the financial information derived from our consolidated financial statements included elsewhere in this annual report.
Liquidity and Capital Resources The following discussion of our liquidity and capital resources is based on the financial information derived from our consolidated financial statements included elsewhere in this annual report.
For 2023, we expect to maintain the capital expenditures as a percentage of our total revenue in line with the ratios we delivered in 2022. We expect to meet our capital expenditure needs for at least the next 12 months from our net cash provided by operating activities and our existing cash and cash equivalents.
For 2024, we expect to maintain the capital expenditures as a percentage of our total revenue in line with the ratios we delivered in 2023. We expect to meet our capital expenditure needs for at least the next 12 months from our net cash provided by operating activities and our existing cash and cash equivalents.
Due to our transaction-based subscription model, we believe that GMV growth is linked with our revenue growth and we track GMV as an indicator of the success of our customers, the performance of the platform and our market share. Q1 2021 Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 (in millions of U.S.
Due to our transaction-based subscription model, we believe that GMV growth is linked with our revenue growth and we track GMV as an indicator of the success of our customers, the performance of the platform and our market share. Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 (in millions of U.S.
The average ARR per customer across our top 100 customers has more than tripled from 2017 to 2022. We believe that our ability to continue to drive faster go-lives and expand the online store presence, regionally and globally, of our customers will drive revenue growth.
The average ARR per customer across our top 100 customers has more than tripled from 2017 to 2023. We believe that our ability to continue to drive faster go-lives and expand the online store presence, regionally and globally, of our customers will drive revenue growth.
Gradual economic expansion has been taking place since 2017, even with the recent market declines and increased volatility caused by COVID-19. While these adverse shifts in general economic conditions may have a negative impact on our results of operations, the ongoing secular shift to ecommerce, as well as other industry trends, may offset most of this impact.
Gradual economic expansion has been taking place since 2017, even with the recent market declines and increased volatility caused by COVID-19. 81 Table of Contents While these adverse shifts in general economic conditions may have a negative impact on our results of operations, the ongoing secular shift to ecommerce, as well as other industry trends, may offset most of this impact.
As a result of our strong ecosystem and product capabilities, nearly a third of the revenue potential of new contracts signed in the year ended December 31, 2022 was originated organically or through the ecosystem, including referrals, customers’ requests, or through partners and resellers.
As a result of our strong ecosystem and product capabilities, nearly a third of the revenue potential of new contracts signed in the year ended December 31, 2023 was originated organically or through the ecosystem, including referrals, customers’ requests, or through partners and resellers.
Risk Factors—Our operating results are subject to seasonal fluctuations.” The following table sets forth our unaudited quarterly consolidated statement of profit or loss data for each of the last eight quarters of the period ended December 31, 2022.
Risk Factors—Our operating results are subject to seasonal fluctuations.” The following table sets forth our unaudited quarterly consolidated statement of profit or loss data for each of the last eight quarters of the period ended December 31, 2023.
For purposes of the following chart, we define net revenue retention as the percentage of the revenue, on a FX neutral basis, generated by a yearly cohort of customers in 2022, relative to the revenue generated in 2017, the reference year, or yearly vintage of such yearly cohort of customers.
For purposes of the following chart, we define net revenue retention as the percentage of the revenue, on a FX neutral basis, generated by a yearly cohort of customers in 2023, relative to the revenue generated in 2017, the reference year, or yearly vintage of such yearly cohort of customers.
Services cost of revenue Services cost consist mainly of personnel costs and/or third-party expenses to provide the professional services advisory for a specific project of a customer project. Operating expenses Our operating expenses consist of general and administrative expenses, sales and marketing expenses, and research and development expenses.
Services cost of revenue Services cost consist mainly of personnel costs and/or third-party expenses to provide the professional services advisory for a specific project of a customer project. 82 Table of Contents Operating expenses Our operating expenses consist of general and administrative expenses, sales and marketing expenses, and research and development expenses.
Liquidity Our cash and cash equivalents include cash on hand, immediate demand deposits with financial institutions and other short-term highly liquid investments, which have an immaterial risk of change in value. As of December 31, 2022 and December 31, 2021, our cash and cash equivalents amounted to US$24.4 million and US$121.0 million, respectively.
Liquidity Our cash and cash equivalents include cash on hand, immediate demand deposits with financial institutions and other short-term highly liquid investments, which have an immaterial risk of change in value. As of December 31, 2023 and December 31, 2022, our cash and cash equivalents amounted to US$28.0 million and US$24.4 million, respectively.
Historically, we have generated higher net sales in the fourth quarter, which includes the “Black November” period in Brazil (a commercial sales season, a month-long, introduced by Brazilian ecommerce websites in 2010 and equivalent to Black Friday in the United States) and other ecommerce events in Latin American countries.
Historically, we have generated higher net sales in the fourth quarter, which includes the “Black November” period in Brazil (a commercial sales season, a month-long, introduced by Brazilian ecommerce websites in 2010 and equivalent to Black Friday in the United States) and 94 Table of Contents other ecommerce events in Latin American countries.
Our customers benefit from the expertise and best-of-breed offerings of our business partners, the flexibility to choose the best offerings for their needs, and the tailored programs developed with our strategic business partners.
Our 79 Table of Contents customers benefit from the expertise and best-of-breed offerings of our business partners, the flexibility to choose the best offerings for their needs, and the tailored programs developed with our strategic business partners.
Our future capital requirements will depend on several factors, including those described in “Item 3. Key Information—D. Risk Factors.” Indebtedness We had total indebtedness (consisting of loans and financings) in the amount of US$ 1.2 million, US$3.3 million and US$6.4 million as of December 31, 2022, 2021 and 2020, respectively.
Our future capital requirements will depend on several factors, including those described in “Item 3. Key Information—D. Risk Factors.” Indebtedness As of December 31, 2023 we had no outstanding indebtedness (consisting of loans and financings). We had total indebtedness in the amount of US$1.2 million and US$3.3 million as of December 31, 2022 and 2021, respectively.
Our NRR includes the effect on subscription revenue of any online stores including renewals, expansion, contraction, and churn. Our calculation of NRR excludes any revenue from our SMB platform customers. Our NRR was 105.3%, 105.1% and 171.9% on a FX Neutral basis for the years ended December 31, 2022, 2021 and 2020, respectively.
Our NRR includes the effect on subscription revenue of any online stores including renewals, expansion, contraction, and churn. Our calculation of NRR excludes any revenue from our SMB platform customers. Our NRR was 107.4%, 105.3% and 105.1% on a FX Neutral basis for the years ended December 31, 2023, 2022 and 2021, respectively.
Capital Expenditures Our capital expenditures, consisting of purchase of intangibles and property and equipment, for the years ended December 31, 2022, 2021 and 2020, amounted to US$0.3 million, US$1.8 million and US$1.6 million, respectively, representing 0.2%, 1.4% and 1.7% of our total revenue for the years ended December 31, 2022, 2021 and 2020, respectively.
Capital Expenditures Our capital expenditures, consisting of purchase of intangibles and property and equipment, for the years ended December 31, 2023, 2022 and 2021, amounted to US$0.5 million, US$0.3 million and US$1.8 million, respectively, representing 0.2%, 0.2% and 1.4% of our total revenue for the years ended December 31, 2023, 2022 and 2021, respectively.
Revenues from Latin America, excluding Brazil, and the rest of the world represented 35.4% and 10.0%, of our total revenues for the year ended December 31, 2022, from 38.2% and 9.0% for the year ended December 31, 2021. This rapid growth highlights the success of our platform’s expansion beyond Brazil.
Revenues from Latin America, excluding Brazil, and the rest of the world represented 34.9% and 10.8%, of our total revenues for the year ended December 31, 2023, from 35.4% and 10.0% for the year ended December 31, 2022. This rapid growth highlights the success of our platform’s expansion beyond Brazil.
As of December 31, 2022, Latin America had an estimated total GDP of US$5.4 trillion, according to Fitch, over 616 million inhabitants, with an average GDP per capita of US$8,840. Important industries have consolidated their presence in the region and acquired scale, the most notable being retail, manufacturing, financial services, transportation and communication, construction, agribusiness and mining.
As of December 31, 2023, Latin America had an estimated total GDP of US$6.5 trillion, according to Statista, over 665 million inhabitants, with an average GDP per capita of US$$8,808, according to Fitch. Important industries have consolidated their presence in the region and acquired scale, the most notable being retail, manufacturing, financial services, transportation and communication, construction, agribusiness and mining.
As of December 31, 2022, only 8.5% of our enterprise customers had two or more stores, highlighting a significant opportunity for further expansion. Efficient acquisition of new customers Increasing our customer base is important to our continued revenue growth.
As of December 31, 2023, only 11.0% of our enterprise customers had two or more stores, highlighting a significant opportunity for further expansion. Efficient acquisition of new customers Increasing our customer base is important to our continued revenue growth.
For the year ended December 31, 2022 2021 Variation (in millions of US$) % Subscription revenue 148.5 118.5 25.3 % Services revenue 9.1 7.3 24.7 % Total revenue 157.6 125.8 25.3 % Subscription cost (1) (41.4 ) (38.4 ) 7.8 % Services cost (1) (11.4 ) (11.2 ) 1.8 % Total cost (52.8 ) (49.6 ) 6.5 % Gross Profit 104.8 76.2 37.5 % Operating Expenses General and administrative (1) (28.3 ) (31.9 ) (11.3 )% Sales and marketing (1) (67.8 ) (63.5 ) 6.8 % Research and development (1) (57.2 ) (45.2 ) 26.5 % Other losses (1.4 ) (1.5 ) (6.7 )% Loss from operations (49.9 ) (65.9 ) (24.3 )% Financial result, net (7.6 ) (4.6 ) 65.2 % Equity results 1.1 0.6 83.3 % Loss before income taxes (56.4 ) (70.0 ) (19.4 )% Income tax 4.0 9.5 (57.9 )% Net loss for the year (52.4 ) (60.5 ) (13.4 )% (1) Includes stock-based compensation expense allocated as follows: 86 Table of Contents For the year ended December 31, 2022 2021 (in millions of US$) Subscription cost (0.5 ) (0.7 ) Services cost (0.2 ) (0.4 ) General and administrative (4.4 ) (7.1 ) Sales and marketing (2.9 ) (5.5 ) Research and development (4.8 ) (5.9 ) Total stock-based compensation (12.8 ) (19.6 ) Total revenue The components of our total revenue during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of US$) % Subscription revenue 148.5 118.5 25.3 % Services revenue 9.1 7.3 24.7 % Total revenue 157.6 125.8 25.3 % Total revenue for the year ended December 31, 2022 was U$157.6 million, an increase of US$31.8 million, or 25.3% in US$ or 22.3% on an FX neutral basis, from US$125.8 million in 2021.
Dollars, unless otherwise indicated) % Subscription revenue 148.5 118.5 25.3 % Services revenue 9.1 7.3 24.7 % Total revenue 157.6 125.8 25.3 % Subscription cost (1) (41.4 ) (38.4 ) 7.8 % Services cost (1) (11.4 ) (11.2 ) 1.8 % Total cost (52.8 ) (49.6 ) 6.5 % Gross Profit 104.8 76.2 37.5 % Operating Expenses General and administrative (1) (28.3 ) (31.9 ) (11.3 )% Sales and marketing (1) (67.8 ) (63.5 ) 6.8 % Research and development (1) (57.2 ) (45.2 ) 26.5 % Other losses (1.4 ) (1.5 ) (6.7 )% Loss from operations (49.9 ) (65.9 ) (24.3 )% Financial result, net (7.6 ) (4.6 ) 65.2 % Equity results 1.1 0.6 83.3 % Loss before income taxes (56.4 ) (70.0 ) (19.4 )% Income tax 4.0 9.5 (57.9 )% Net loss for the year (52.4 ) (60.5 ) (13.4 )% (1) Includes stock-based compensation expense allocated as follows: For the year ended December 31, 2022 2021 (in millions of US$) Subscription cost (0.5 ) (0.7 ) Services cost (0.2 ) (0.4 ) General and administrative (4.4 ) (7.1 ) Sales and marketing (2.9 ) (5.5 ) Research and development (4.8 ) (5.9 ) Total stock-based compensation (12.8 ) (19.6 ) Total revenue The components of our total revenue during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of U.S.
For the years ended December 31, 2022, 2021 and 2020, we generated 84.2%, 81.8% and 85.6% of the revenue derived from the VTEX platform from customers who have been on our platform for over one year, respectively.
For the years ended December 31, 2023, 2022 and 2021, we generated 88.9%, 84.2% and 81.8% of the revenue derived from the VTEX platform from customers who have been on our platform for over one year, respectively.
The hosting related costs include third-party providers, software related platform operating costs, and compensation for our infrastructure team. Support costs are mostly driven by personnel cost, and represent expenses related to the support we provide to our customers.
Subscription cost of revenue Subscription cost consists mainly of costs related to hosting and customer support. The hosting related costs include third-party providers, software related platform operating costs, and compensation for our infrastructure team. Support costs are mostly driven by personnel cost, and represent expenses related to the support we provide to our customers.
For the year ended December 31, 2022, 53.7% of the revenue derived from the VTEX platform was generated from customers who have been on our platform for over three years. We believe the strength of our value proposition to enterprises is also evidenced by our customer cohorts, which show revenue retention and growth over the past four years through 2020.
For the year ended December 31, 2023, 60.1% of the revenue derived from the VTEX platform was generated from customers who have been on our platform for over three years. We believe the strength of our value proposition to enterprises is also evidenced by our customer cohorts, which show revenue retention and growth over the past seven years through 2023.
Operating expenses General and administrative General and administrative expenses during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of US$, except as otherwise provided) % General and administrative (28.3 ) (31.9 ) (11.3 )% Percentage of total revenue 18.0 % 25.4 % Our general and administrative expenses decreased by US$3.5 million in 2022, or 11.3%, to US$28.3 million in 2022, from US$31.9 million in 2021, primarily due to the decrease in outsourcing expenses as a result of the non-recurrence in 2022 of expenses with IPO readiness services and the decrease in expenses related to share-based compensation.
Dollars, unless otherwise indicated) % General and administrative (28.3 ) (31.9 ) (11.3 )% Percentage of total revenue 18.0 % 25.4 % — Our general and administrative expenses decreased by US$3.5 million in 2022, or 11.3%, to US$28.3 million in 2022, from US$31.9 million in 2021, primarily due to the decrease in outsourcing expenses as a result of the non-recurrence in 2022 of expenses with IPO readiness services and the decrease in expenses related to share-based compensation. 88 Table of Contents Sales and marketing Sales and marketing expenses during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of U.S.
The increase in total revenue was primarily driven by: (1) an increase in GMV of 29.1% (on a non-FX neutral basis) or 31.1% (on an FX neutral basis) to US$9.7 billion in 2021, from US$7.5 billion in 2020, which also resulted in higher revenues from transaction-based fees as percentage of total subscription revenues; (2) an increase of 25.3% in the number of active online stores using our platform during the year which we believe is mainly attributable to the impacts of the increased penetration of ecommerce accelerating the digitalization plan of enterprises as a result of changing end-consumer purchase behavior (to favor online purchases); and (3) the expansion of our operations outside of Brazil.
The increase in total revenue was primarily driven by: (1) an increase in GMV of 30.2% in US$ or 25.3% on an FX neutral basis to US$16.5 84 Table of Contents billion in 2023, from US$12.7 billion in 2022, which also resulted in higher revenues from transaction-based fees as percentage of total subscription revenues; (2) an increase of 3.8% in the number of active online stores using our platform during the year which we believe is mainly attributable to the impacts of the increased penetration of ecommerce accelerating the digitalization plan of enterprises as a result of changing end-consumer purchase behavior (to favor online purchases); and (3) the expansion of our operations outside of Latin America.
Net cash provided by (used in) financing activities Net cash used in financing activities amounted to US$19.6 million for the year ended December 31, 2022 from a net cash provided by financing activities of US$283.7 million for the year ended December 31, 2021.
Net cash provided by (used in) financing activities Net cash used in financing activities amounted to US$38.4 million for the year ended December 31, 2023 from a net cash used in financing activities of US$19.6 million for the year ended December 31, 2022.
Dollars, unless otherwise indicated) GMV 2,036.1 2,439.3 2,284.8 2,905.6 2,714.6 3,111.9 2,957.5 3,903.7 GMV Growth FX Neutral (%) 142.3 % 25.4 % 4.2 % 16.1 % 27.9 % 21.0 % 28.7 % 29.2 % Key Factors Affecting our Performance We believe our future performance will depend on many factors, including the following: Continued growth of ecommerce globally The ecommerce market has experienced rapid growth over the past several years.
Dollars, unless otherwise indicated) GMV 2,714.6 3,111.9 2,957.5 3,903.7 3,303.7 3,838.5 3,999.3 5,382.7 GMV Growth FX Neutral (%) 27.9 % 21.0 % 28.7 % 29.2 % 20.6 % 21.2 % 27.8 % 29.9 % Key Factors Affecting our Performance We believe our future performance will depend on many factors, including the following: Continued growth of ecommerce globally The ecommerce market has experienced rapid growth over the past several years.
We define a yearly cohort of customers as the group of customers that received the first invoice of our VTEX platform in the prior year. 80 Table of Contents Revenue by Cohort Our business is also affected by our customers’ ability to launch additional online stores to serve additional brands, geographies, or use cases.
We define a yearly cohort of customers as the group of customers that received the first invoice of our VTEX platform in the preceding 18 months from the last day of the relevant fiscal year. 78 Table of Contents Revenue by Cohort Our business is also affected by our customers’ ability to launch additional online stores to serve additional brands, geographies, or use cases.
The worsening of the macroeconomic environment could also have negative impacts on our results of operations if we fail to closely monitor operating expenses on demand patterns. Our operating expenses are not adjusted in order to appropriately represent our actual rate of business development. For the year ended December 31, 2022, our operating expenses increased 9.1%.
The worsening of the macroeconomic environment could also have negative impacts on our results of operations if we fail to closely monitor operating expenses on demand patterns. Our operating expenses are not adjusted in order to appropriately represent our actual rate of business development. For the year ended December 31, 2023, our operating expenses demonstrated a marginal increase of 0.3%.
For the years ended December 31, 2022 and 2021, our revenues in Brazil increased year-over-year 29.5% and 17.7% in U.S. dollars and 23.7% and 24.4% on an FX neutral basis, respectively. For the years ended December 31, 2022 and 2021, revenues in Latin America, excluding Brazil, increased 16.1% and 31.7% and 14.4% and 27.6% on an FX neutral basis, respectively.
For the years ended December 31, 2023 and 2022, our revenues in Brazil increased year-over-year 27.2% and 29.5% in U.S. dollars and 22.7% and 23.7% on an FX neutral basis, respectively. For the years ended December 31, 2023 and 2022, revenues in Latin America, excluding Brazil, increased 26.1% and 16.1% and 21.0% and 14.4% on an FX neutral basis, respectively.
Revenues from the rest of the world increased 40.0% and 97.5% and 47.0% and 97.6% on an FX neutral basis in the same periods, respectively.
Revenues from the rest of the world increased 37.8% and 40.0% and 37.3% and 47.0% on an FX neutral basis in the same periods, respectively.
The hosting related costs include third-party providers, software related platform operating costs, and compensation for our infrastructure team. Customer support costs are mostly driven by personnel cost related to the support we provide to our customers. The main components of our services cost are personnel costs and/or third-party costs to provide the professional services advisory for specific customer projects.
Customer support costs are mostly driven by personnel cost related to the support we provide to our customers. The main components of our services cost are personnel costs and/or third-party costs to provide the professional services advisory for specific customer projects.
Our gross profit year-over-year growth was lower than our total revenue growth as a reflection of incremental investments in cybersecurity, privacy and compliance mostly related to our global expansion and becoming a public company, partially offset by our efforts to increase efficiencies in hosting costs. 99 Table of Contents Operating expenses Our operating expenses consist of general and administrative expenses, sales and marketing expenses, and research and development expenses.
Our gross profit year-over-year growth was lower than our total revenue growth as a reflection of incremental investments in cybersecurity, privacy and compliance mostly related to our global expansion and becoming a public company, partially offset by our efforts to increase efficiencies in hosting costs.
Research and development expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) for product development, product management and product design; (2) software subscription costs related to the product; and (3) the allocation of corporate overhead.
Research and development expenses consist primarily of (1) personnel-related expenses (including stock-based compensation) for product development, product management and product design; (2) software subscription costs related to the product; and (3) the allocation of corporate overhead. We expect to increase the research and development expenses to continue investing in product innovation, and in the development of new products.
As an example, our top 100 customers have more than doubled their number of online stores per customer from 2.2 in 2017 to 5.9 in 2022. These top 100 customers have almost tripled their geographic presence with us from 13 to 34 countries over the same time period.
As an example, our top 100 customers have almost tripled their number of online stores per customer from 2.2 in 2017 to 6.0 in 2023. These top 100 customers have tripled their geographic presence with us from 13 to 39 countries over the same time period.
In 2022, our SSS were up 17.2% on a FX Neutral basis, on top of 2021 SSS growth of 11.8% on a FX Neutral basis.
In 2023, our SSS were 14.6% on a FX Neutral basis, on top of 2022 and 2021 SSS growth of 17.2% and 11.8% on a FX Neutral basis, respectively.
Income tax Provision for income taxes consists primarily of income taxes, current and deferred, in certain foreign jurisdictions in which we conduct business. The current and deferred income taxes are calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries in which we operate and generate taxable income.
The current and deferred income taxes are calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries in which we operate and generate taxable income.
For the year ended December 31, 2022, 2021 our gross profit was US$104.8 million and US$76.2 million, respectively, representing a year-over-year increase of 37.6%.
For the year ended December 31, 2023 and for the year ended December 31, 2022 our gross profit was US$140.6 million and US$104.8 million, respectively, representing a year-over-year increase of 34.1%.
According to Insider Intelligence, the global ecommerce market grew to more than US$5.7 trillion in 2022 and is estimated to grow to more than US$8.1 trillion by 2026. In Latin America specifically, the ecommerce market grew to US$167.0 billion in 2022 and, according to Insider Intelligence, is estimated to grow to almost US$257.3 billion by 2026.
According to Insider Intelligence, the global ecommerce market grew to more than US$5.8 trillion in 2023 and is estimated to grow to more than US$8.0 trillion by 2027. In Latin America specifically, the ecommerce market grew to US$144.7 billion in 2023 and, according to Insider Intelligence, is estimated to grow to almost US$226.5 billion by 2027.
Sales and marketing Sales and marketing expenses during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of US$, except as otherwise provided) % Sales and marketing (67.8 ) (63.5 ) 6.8 % Percentage of total revenue 43.0 % 50.5 % Our sales and marketing expenses increased by US$4.3 million, or 6.8%, to US$67.8 million in 2022 from US$63.5 million in 2021, primarily due to the investments we made in the first half of 2022, partially offset by the reduction of our Sales and Marketing headcount, made during the second half of 2022.
Dollars, unless otherwise indicated) % Sales and marketing (67.8 ) (63.5 ) 6.8 % Percentage of total revenue 43.0 % 50.5 % — Our sales and marketing expenses increased by US$4.3 million, or 6.8%, to US$67.8 million in 2022 from US$63.5 million in 2021, primarily due to the investments we made in the first half of 2022, partially offset by the reduction of our Sales and Marketing headcount, made during the second half of 2022.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any other trends, uncertainties, demands, commitments or events for the year ended December 31, 2022 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions. 97 Table of Contents Seasonality and Quarterly Unaudited Results of Operations Due to our transaction-based subscription model, similar to most retail businesses, we experience seasonal fluctuations in our net sales and operating results.
Trend Information Other than as disclosed elsewhere in this annual report, we are not aware of any other trends, uncertainties, demands, commitments or events for the year ended December 31, 2023 that are reasonably likely to have a material and adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future results of operations or financial conditions.
Total cost The components of our total cost during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of US$) % Subscription cost (41.4 ) (38.4 ) 7.8 % Services cost (11.4 ) (11.2 ) 1.8 % Total costs (52.8 ) (49.6 ) 6.5 % Total cost for the year ended December 31, 2022 increased by US$3.2 million, or 6.5%, to US$52.8 million in 2022 from US$49.6 million in 2021, principally due to an increase in IT and hosting expenses, which increased by US$1.9 million, or 6.8%, to US$29.2 million in 2022 from US$27.4 million in 2021 given the increased number of online stores and GMV processed on our platform and an increase in expenses related to compensation of our infrastructure team. 87 Table of Contents Gross profit As a result of the above, our gross profit increased by US$28.6 million, or 37.5% to US$104.8 million in 2022 from US$76.2 million in 2021.
Dollars, unless otherwise indicated) % Subscription cost (41.4 ) (38.4 ) 7.8 % Services cost (11.4 ) (11.2 ) 1.8 % Total costs (52.8 ) (49.6 ) 6.5 % Total cost for the year ended December 31, 2022 increased by US$3.2 million, or 6.5%, to US$52.8 million in 2022 from US$49.6 million in 2021, principally due to an increase in IT and hosting expenses, which increased by US$1.9 million, or 6.8%, to US$29.2 million in 2022 from US$27.4 million in 2021 given the increased number of online stores and GMV processed on our platform and an increase in expenses related to compensation of our infrastructure team.
Transaction-based fees comprise (a) subscription fees charged to customers based on a percentage of the GMV or a fee per order processed on our platform; and (b) subscription fees charged to marketplace partners, payment providers, and any other services provided through our app store. 84 Table of Contents Fixed subscription fees comprise (a) yearly or multi-year upfront fees paid by merchants to reduce future variable fees.
Transaction-based fees comprise (a) subscription fees charged to customers based on a percentage of the GMV or a fee per order processed on our platform; and (b) subscription fees charged to marketplace partners, payment providers, and any other services provided through our app store.
See below “—Impacts of the COVID-19 Pandemic.” For the Three Months ended (unaudited) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 (in US$ millions) Subscription revenue 24.7 29.7 29.6 34.5 32.6 36.6 36.5 42.7 Services revenue 1.3 1.2 2.2 2.6 2.1 2.1 2.2 2.8 Total revenue 25.9 30.9 31.9 37.1 34.7 38.7 38.8 45.5 Subscription cost (8.7 ) (9.5 ) (9.7 ) (10.5 ) (10.0 ) (10.2 ) (9.8 ) (11.5 ) Services cost (2.1 ) (2.8 ) (3.1 ) (3.3 ) (2.6 ) (2.8 ) (2.9 ) (3.1 ) Total cost (10.8 ) (12.2 ) (12.8 ) (13.8 ) (12.6 ) (13.0 ) (12.6 ) (14.6 ) Gross profit 15.1 18.7 19.1 23.4 22.1 25.7 26.1 30.9 Operating expenses General and administrative (7.2 ) (7.8 ) (9.9 ) (6.9 ) (6.9 ) (7.4 ) (6.9 ) (7.1 ) Sales and marketing (11.0 ) (15.7 ) (19.3 ) (17.5 ) (17.9 ) (21.3 ) (16.2 ) (12.4 ) Research and development (8.4 ) (10.7 ) (14.2 ) (11.9 ) (13.9 ) (15.4 ) (13.8 ) (14.1 ) Other income (losses) (0.4 ) (0.9 ) 0.0 (0.2 ) 0.0 (0.5 ) (0.5 ) (0.4 ) Loss from operation (12.0 ) (16.4 ) (24.4 ) (13.1 ) (16.7 ) (18.9 ) (11.3 ) (3.0 ) Financial result, net (1.4 ) (1.4 ) (0.6 ) (1.4 ) (4.7 ) (5.4 ) (0.2 ) 2.7 Equity results 0.1 0.1 0.2 0.2 0.2 0.3 0.3 0.3 Income (loss) before income tax (13.3 ) (17.6 ) (24.8 ) (14.3 ) (21.2 ) (24.1 ) (11.2 ) 0.0 Income tax 0.8 2.1 2.8 3.7 2.1 2.6 (0.3 ) (0.3 ) Net loss for the period (12.5 ) (15.5 ) (22.0 ) (10.6 ) (19.1 ) (21.5 ) (11.5 ) (0.3 ) 98 Table of Contents The following table sets forth selected unaudited consolidated statements of profit or loss data for each of the periods indicated as a percentage of total revenue.
Dollars, unless otherwise indicated) Subscription revenue 32.6 36.6 36.5 42.7 39.8 44.8 47.5 58.2 Services revenue 2.1 2.1 2.2 2.8 2.5 3.1 3.1 2.5 Total revenue 34.7 38.7 38.8 45.5 42.3 47.9 50.6 60.7 Subscription cost (10.0 ) (10.2 ) (9.8 ) (11.5 ) (10.4 ) (11.2 ) (11.4 ) (12.5 ) Services cost (2.6 ) (2.8 ) (2.9 ) (3.1 ) (4.2 ) (4.4 ) (3.6 ) (3.4 ) Total cost (12.6 ) (13.0 ) (12.6 ) (14.6 ) (14.6 ) (15.5 ) (15.0 ) (15.9 ) Gross profit 22.1 25.7 26.1 30.9 27.7 32.4 35.6 44.9 Operating expenses General and administrative (6.9 ) (7.4 ) (6.9 ) (7.1 ) (7.9 ) (8.2 ) (8.4 ) (9.1 ) Sales and marketing (17.9 ) (21.3 ) (16.2 ) (12.4 ) (14.8 ) (14.4 ) (15.1 ) (15.1 ) Research and development (13.9 ) (15.4 ) (13.8 ) (14.1 ) (14.0 ) (16.3 ) (15.5 ) (14.3 ) Other income (losses) 0.0 (0.5 ) (0.5 ) (0.4 ) (0.8 ) (0.5 ) (0.1 ) (0.6 ) Income (loss) from operation (16.7 ) (18.9 ) (11.3 ) (3.0 ) (9.7 ) (7.1 ) (3.5 ) 5.7 Financial result, net (4.7 ) (5.4 ) (0.2 ) 2.7 1.5 0.1 1.1 0.4 Equity results 0.2 0.3 0.3 0.3 0.3 0.4 0.3 — Income (loss) before income tax (21.2 ) (24.1 ) (11.2 ) 0.0 (7.9 ) (6.6 ) (2.1 ) 6.1 Income tax 2.1 2.6 (0.3 ) (0.3 ) (0.0 ) 0.0 (0.3 ) (2.9 ) Net income (loss) for the period (19.1 ) (21.5 ) (11.5 ) (0.3 ) (7.9 ) (6.6 ) (2.4 ) 3.2 The following table sets forth selected unaudited consolidated statements of profit or loss data for each of the periods indicated as a percentage of total revenue.
The ecosystem around our platform is connected to over 3,000 integrated solutions, 1,000 SIs, 300 marketplaces, 150 payments solutions and 90 logistics companies, which use or embed our solutions into their own offerings to enable our customers to conduct commerce more conveniently.
The ecosystem around our platform is connected to over 6,000 VTEX IO extensions created by third parties, 1,000 SIs and ISVs, 330 marketplaces, 180 payments solutions and 90 logistics companies, which use or embed our solutions into their own offerings to enable our customers to conduct commerce more conveniently.
Key Information—D. Risk Factors.” We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all.
Key Information—D. Risk Factors.” We may not be able to secure additional financing to meet our operating requirements on acceptable terms, or at all. As of December 31, 2023, we did not have any off-balance sheet arrangements.
As a percentage of our total revenue, our gross profit increased to 66.5% in 2022 from 60.6% in 2021, mainly due to operational hosting cost efficiencies.
Gross profit As a result of the above, our gross profit increased by US$28.6 million, or 37.5% to US$104.8 million in 2022 from US$76.2 million in 2021. As a percentage of our total revenue, our gross profit increased to 66.5% in 2022 from 60.6% in 2021, mainly due to operational hosting cost efficiencies.
Financial expense Our financial expense increased by US$19.3 million, or 160.8%, to US$31.4 million in 2022 from US$12.0 million in 2021, mainly due to (1) mark-to-market losses given rising interest rates affected our cash, marketable securities and short-term investments; (2) an increase in foreign exchange losses to US$8.5 million in December 31, 2022 from US$4.2 million in December 31, 2021, and; (3) an increase in the adjustment of hyperinflation to US$5.2 million in December 31, 2022 from US$2.3 million in December 31, 2021.
Dollars, unless otherwise indicated) % Finance income 23.8 7.4 221.0 % Finance expense (31.4 ) (12.0 ) 160.8 % Finance result, net (7.6 ) (4.6 ) 64.3 % Our finance result decreased by US$3.0 million, or 64.3%, to an expense of US$7.6 million in 2022 from an expense of US$4.6 million in 2021, as a result of the following: Financial income Financial income increased by US$16.4 million, or 221.0%, to US$23.8 million in 2022 from US$7.4 million in 2021, mainly due to (1) an increase in marketable securities and short term investments gains to US$9.1 million in December 31, 2022 from US$1.6 million in December 31, 2021; (2) an increase in gains from fair value of financial instruments to US$4.8 million in December 31, 2022 from US$2.3 million in December 31, 2021 and; (3) an increase in foreign exchange gains to US$7.3 million in December 31, 2022 from US$3.0 million in December 31, 2021. 89 Table of Contents Financial expense Our financial expense increased by US$19.3 million, or 160.8%, to US$31.4 million in 2022 from US$12.0 million in 2021, mainly due to (1) mark-to-market losses given rising interest rates affected our cash, marketable securities and short-term investments; (2) an increase in foreign exchange losses to US$8.5 million in December 31, 2022 from US$4.2 million in December 31, 2021, and; (3) an increase in the adjustment of hyperinflation to US$5.2 million in December 31, 2022 from US$2.3 million in December 31, 2021.
As of December 31, 2022, we owned approximately 52 registered domain names in Brazil and 102 outside of Brazil. We also have approximately 15 pending trademark applications in Brazil as of the date of this annual report, 92 pending trademarks applications outside of Brazil D.
We own approximately 119 trademark registrations worldwide. As of December 31, 2023, we owned approximately 53 registered domain names in Brazil and 103 outside of Brazil. We also have approximately 11 pending trademark applications in Brazil as of the date of this annual report, 93 pending trademarks applications outside of Brazil. D.
Reconciliation of Non-GAAP Financial Measures This annual report presents certain non-GAAP financial measures, which are not recognized under IFRS, specifically Free Cash Flow and FX Neutral measures. These non-GAAP financial measures are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
These non-GAAP financial measures are used by our management for decision-making purposes and to assess our financial and operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital.
For the Three Months ended (unaudited) March 31, 2021 June 30, 2021 September 30, 2021 December 31, 2021 March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 Total revenue 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Subscription cost (33.6 )% (30.6 )% (30.6 )% (28.2 )% (28.8 )% (26.4 )% (25.3 )% (25.3 )% Services cost (8.1 )% (8.9 )% (9.6 )% (8.9 )% (7.5 )% (7.2 )% (7.5 )% (6.8 )% Total cost (41.8 )% (39.6 )% (40.1 )% (37.1 )% (36.3 )% (33.6 )% (32.5 )% (32.1 )% Gross profit 58.2 % 60.4 % 59.9 % 62.9 % 63.7 % 66.4 % 67.3 % 67.9 % Operating expenses General and administrative (27.9 )% (25.3 )% (31.2 )% (18.6 )% (19.9 )% (19.1 )% (17.8 )% (15.6 )% Sales and marketing (42.6 )% (50.9 )% (60.7 )% (47.0 )% (51.6 )% (55.0 )% (41.8 )% (27.3 )% Research and development (32.5 )% (34.6 )% (44.5 )% (32.1 )% (40.1 )% (39.8 )% (35.6 )% (31.0 )% Other income (losses) (1.7 )% (2.8 )% 0.0 % (0.6 )% 0.0 % (1.3 )% (1.3 )% (0.9 )% Loss from operation (46.4 )% (53.1 )% (76.5 )% (35.4 )% (48.1 )% (48.8 )% (29.1 )% (6.6 )% Financial result (5.2 )% (4.4 )% (1.8 )% (3.7 )% (13.5 )% (14.0 )% (0.5 )% 5.9 % Equity results 0.4 % 0.5 % 0.5 % 0.5 % 0.6 % 0.8 % 0.8 % 0.7 % Income (loss) before income tax (51.3 )% (57.0 )% (77.7 )% (38.6 )% (61.1 )% (62.3 )% (28.9 )% 0.0 % Income tax 3.2 % 6.9 % 8.8 % 10.0 % 6.1 % 6.7 % (0.8 )% (0.7 )% Net loss of the period (48.1 )% (50.1 )% (68.9 )% (28.6 )% (55.0 )% (55.6 )% (29.6 )% (0.7 )% Total revenue Despite a worsening global macroeconomic conditions that generated volatility in our existing customers’ sales, impacted in our new stores’ average time to implement the VTEX Platform, and slowed our new customer’s GMV ramp-up, our net revenues maintained its growth trajectory during the year ended December 31, 2022, primarily as a result of an increase in our GMV.
For the Three Months ended (unaudited) March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Total revenue 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % 100.0 % Subscription cost (28.8 )% (26.4 )% (25.3 )% (25.3 )% (24.6 )% (23.3 )% (22.5 )% (20.5 )% Services cost (7.5 )% (7.2 )% (7.5 )% (6.8 )% (9.9 )% (9.1 )% (7.2 )% (5.6 )% Total cost (36.3 )% (33.6 )% (32.5 )% (32.1 )% (34.4 )% (32.4 )% (29.7 )% (26.1 )% Gross profit 63.7 % 66.4 % 67.3 % 67.9 % 65.6 % 67.6 % 70.3 % 73.9 % Operating expenses General and administrative (19.9 )% (19.1 )% (17.8 )% (15.6 )% (18.7 )% (17.2 )% (16.5 )% (15.0 )% Sales and marketing (51.6 )% (55.0 )% (41.8 )% (27.3 )% (35.0 )% (30.2 )% (29.8 )% (24.9 )% Research and development (40.1 )% (39.8 )% (35.6 )% (31.0 )% (33.0 )% (34.0 )% (30.6 )% (23.6 )% 95 Table of Contents For the Three Months ended (unaudited) March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 Other income (losses) 0.0 % (1.3 )% (1.3 )% (0.9 )% (1.8 )% (1.1 )% (0.2 )% (0.9 )% Loss from operation (48.1 )% (48.8 )% (29.1 )% (6.6 )% (23.0 )% (14.9 )% (6.9 )% 9.4 % Financial result (13.5 )% (14.0 )% (0.5 )% 5.9 % 3.4 % 0.2 % 2.1 % 0.6 % Equity results 0.6 % 0.8 % 0.8 % 0.7 % 0.8 % 0.8 % 0.6 % 0.0 % Income (loss) before income tax (61.1 )% (62.3 )% (28.9 )% 0.0 % (18.7 )% (13.9 )% (4.2 )% 10.0 % Income tax 6.1 % 6.7 % (0.8 )% (0.7 )% (0.0 )% 0.1 % (0.5 )% (4.7 )% Net income (loss) for the period (55.0 )% (55.6 )% (29.6 )% (0.7 )% (18.8 )% (13.8 )% (4.7 )% 5.3 % Total revenue In 2023, despite the macroeconomic scenario remains uncertain, we witnessed a stabilization of the sales cycles, new stores’ average time to implement the VTEX Platform, and our new customer’s GMV ramp-up times versus the prior year.
In case of early termination of the annual upfront fees, we refund merchants for the remaining term of the contract; and (b) fixed monthly fee for using our platform in any given month. Fixed fees are paid to us at the beginning of the applicable subscription period, regardless of the length of the subscription period.
Fixed subscription fees comprise (a) yearly or multi-year upfront fees paid by merchants to reduce future variable fees. In case of early termination of the annual upfront fees, we refund merchants for the remaining term of the contract; and (b) fixed monthly fee for using our platform in any given month.
Total revenue Our total revenue consists of (1) subscription and support revenue, arising from a multichannel cloud and SaaS-based platform focused on ecommerce; and (2) revenue from professional services and other, arising substantially from consulting services.
Components of Our Results of Operations The following is a summary of the principal line items comprising consolidated statements of profit or loss. Total revenue Our total revenue consists of (1) subscription and support revenue, arising from a multichannel cloud and SaaS-based platform focused on ecommerce; and (2) revenue from professional services and other, arising substantially from consulting services.
For the year ended December 31, 2021, net cash used in operating activities changed by US$64.2 million to US$53.0 million of net cash used in operating activities in the year ended December 31, 2021 from US$11.2 million of net cash provided by operating activities in the year ended December 31, 2020, primarily as a result of: • working capital adjustments which consisted mainly of: (1) an increase of trade receivables in the amount of US$16.7 million for the year ended December 31, 2021, compared to an increase of US$10.1 million for the year ended December 31, 2020; and (2) an increase in deferred revenue in the amount of US$12.3 million for the year ended December 31, 2021, compared to an increase of US$9.6 million for the year ended December 31, 2020; and • (1) an increase in net loss of the year to US$60.5 million for the year ended December 31, 2021, from a net loss of the year of US$0.8 million for the year ended December 31, 2020, primarily due to the expansion of our workforce.
For the year ended December 31, 2022, net cash used in operating activities decreased by US$23.8 million to US$29.2 million of net cash used in operating activities in the year ended December 31, 2022 from US$53.0 million of net cash used by operating activities in the year ended December 31, 2021, primarily as a result of: • a decrease in net loss of the year to US$52.4 million for the year ended December 31, 2022, from a net loss of the year of US$60.5 million for the year ended December 31, 2021; • changes in operating assets which consisted mainly of an increase in trade receivables in the amount of US$3.6 million for the year ended December 31, 2022, compared to an increase of US$16.7 million for the year ended December 31, 2021, and a decrease in prepaid expenses in the amount of US$3.9 million for the year ended December 31, 2022, compared to an increase of US$2.7 million for the year ended December 31, 2021.
We expect administrative expenses to increase as a result of becoming a publicly traded company and compliance requirements derived from the Sarbanes-Oxley Act. Public company costs include expenses associated with annual and quarterly reporting, investor relations, registrar and transfer agent fees, incremental insurance costs, accounting and legal services, and other investments to strengthen corporate governance and internal controls.
Public company costs include expenses associated with annual and quarterly reporting, investor relations, registrar and transfer agent fees, incremental insurance costs, accounting and legal services, and other investments to strengthen corporate governance and internal controls.
For the years ended December 31, 2022 and 2021, purchases originated from customers in Brazil represented 54.6% and 52.8% of our total revenue, respectively, compared to 57.2%% for the year ended December 31, 2020, and 70.8% for the year ended December 31, 2019, highlighting our growing diversification outside of Brazil, in Latin America and the rest of the world.
We have operations in seven cities in Brazil, six cities in Latin America and ten cities in the rest of the world with 934, 205, and 138 employees, respectively, as of December 31, 2023. 80 Table of Contents For the years ended December 31, 2023 and 2022, purchases originated from customers in Brazil represented 54.3% and 54.6% of our total revenue, respectively, compared to 52.8% for the year ended December 31, 2021, highlighting our growing diversification outside of Brazil, in Latin America and the rest of the world.
Financial income consists of interest earned on financial instruments, foreign exchange gains, gains from fair value of financial instruments and other financial income. Finance expense consists mostly of foreign exchange losses, financial losses from fair value of derivative and financial instruments, interest on lease liabilities and adjustment of hyperinflation in Argentina.
Finance expense consists mostly of foreign exchange losses, financial losses from fair value of derivative and financial instruments, interest on lease liabilities and adjustment of hyperinflation in Argentina. Income tax Provision for income taxes consists primarily of income taxes, current and deferred, in certain foreign jurisdictions in which we conduct business.
Net cash provided by (used in) investing activities For the year ended December 31, 2022, net cash used in investing activities decreased by US$123.4 million to US$43.4 million in the year ended December 31, 2022, from US$166.8 million in the year ended December 31, 2021, primarily as a result of (1) a decrease in the purchase of short term investment to US$111.6 million for the year ended December 31, 2022, from US$177.8 million for the year ended December 31, 2021; and (2) an increase in the redemption of marketable securities and short-term investment to US$78.0 million for the year ended December 31, 2022, from US$17.9 million for the year ended December 31, 2021. 95 Table of Contents For the year ended December 31, 2021, net cash used in investing activities increased by US$160.7 million to US$166.8 million in the year ended December 31, 2021, from US$6.1 million in the year ended December 31, 2020, primarily as a result of (1) an increase in the amount of US$177.8 million in the purchase of short-term investments to US$177.8 million for the year ended December 31, 2021, from nil for the year ended December 31, 2020 (2) an increase in the amount of US$14.9 million in the redemption of marketable securities to US$16.9 million for the year ended December 31, 2021, from US$2.0 million for the year ended December 31, 2020, (3) a decrease in the amount of US$3.8 million in purchase of marketable securities to nil for the year ended December 31, 2021, from US$3.8 million for the year ended December 31, 2020, which was partially offset by an increase of US$2.1 million in the amounts invested in business combinations that resulted in an increase in the acquisition of subsidiaries net of cash acquired to US$5.7 million for the year ended December 31, 2021 from US$3.6 million for the year ended December 31, 2020.
For the year ended December 31, 2022, net cash used in investing activities decreased by US$123.4 million to US$43.4 million in the year ended December 31, 2022, from US$166.8 million in the year ended December 31, 2021, primarily as a result of (1) a decrease in the purchase of short term investment to US$120.6 million for the year ended December 31, 2022, from US$177.8 million for the year ended December 31, 2021; and (2) an increase in the redemption of short-term investment to US$78.0 million for the year ended December 31, 2022, from US$17.9 million for the year ended December 31, 2021.
As of December 31, 2022, we did not have any off-balance sheet arrangements. 94 Table of Contents Consolidated Statements of Cash Flows The following table sets forth certain consolidated cash flow information for the periods indicated: For the Year Ended December 31, 2022 2021 2020 (in millions of US$) Net cash provided by (used in) operating activities (29.2 ) (53.0 ) 11.2 Net cash used in investing activities (43.4 ) (166.8 ) (6.1 ) Net cash provided by (used in) financing activities (19.6 ) 283.7 25.0 Increase (decrease) in cash and cash equivalents (92.2 ) 63.9 30.0 Net cash provided by (used in) operating activities For the year ended December 31, 2022, net cash used in operating activities decreased by US$23.8 million to US$29.2 million of net cash used in operating activities in the year ended December 31, 2022 from US$53.0 million of net cash used by operating activities in the year ended December 31, 2021, primarily as a result of: • a decrease in net loss of the year to US$52.4 million for the year ended December 31, 2022, from a net loss of the year of US$60.5 million for the year ended December 31, 2021; • changes in operating assets which consisted mainly of an increase in trade receivables in the amount of US$3.6 million for the year ended December 31, 2022, compared to an increase of US$16.7 million for the year ended December 31, 2021, and a decrease in prepaid expenses in the amount of US$3.9 million for the year ended December 31, 2022, compared to an increase of US$2.7 million for the year ended December 31, 2021.
Dollars, unless otherwise indicated) Net cash provided by (used in) operating activities 4.3 (29.2 ) (53.0 ) Net cash provided by (used in) investing activities 38.4 (43.4 ) (166.8 ) Net cash provided by (used in) financing activities (38.4 ) (19.6 ) 283.7 Net increase (decrease) in cash and cash equivalents 4.3 (92.2 ) 63.9 Net cash provided by (used in) operating activities For the year ended December 31, 2023, net cash provided by operating activities amounted to US$4.3 million when compared to US$29.2 million of net cash used in operating activities in the year ended December 31, 2022, primarily as a result of: • a decrease in net loss of the year to US$13.7 million for the year ended December 31, 2023, from a net loss of the year of US$52.4 million for the year ended December 31, 2022; 92 Table of Contents • changes in operating liabilities which consisted mainly of US$6.9 million increase in deferred revenue for the year ended December 31, 2023, compared to an increase of US$1.2 million for the year ended December 31, 2022, and a increase in taxes payable in the amount of US$7.3 million for the year ended December 31, 2023, compared to an decrease of US$1.5 million for the year ended December 31, 2022; • partially offset by changes in operating assets which consisted mainly of an increase in trade receivables in the amount of US$13.1 million for the year ended December 31, 2023, compared to an increase of US$3.6 million for the year ended December 31, 2022, and an increase in prepaid expenses in the amount of US$0.6 million for the year ended December 31, 2023, compared to a decrease of US$3.9 million for the year ended December 31, 2022.
As subscription fees are received in advance of providing the related services, we record deferred revenue on our consolidated balance sheet for the unearned revenue and recognize revenue ratably over the related subscription period. Services revenue Services revenue consists primarily of revenue derived from consulting services which are recognized over time during the period that services are performed.
Fixed fees are paid to us at the beginning of the applicable subscription period, regardless of the length of the subscription period. As subscription fees are received in advance of providing the related services, we record deferred revenue on our consolidated balance sheet for the unearned revenue and recognize revenue ratably over the related subscription period.
As more enterprises choose to introduce and grow their ecommerce businesses, we expect to attract more customers and stores to our platform.
Our business is dependent on the continued adoption of ecommerce globally and in Latin America in particular. As more enterprises choose to introduce and grow their ecommerce businesses, we expect to attract more customers and stores to our platform.
These historical unaudited quarterly results of operations are not necessarily indicative of the results of operations for a full year or any future period.
These historical unaudited quarterly results of operations are not necessarily indicative of the results of operations for a full year or any future period. For the Three Months ended (unaudited) March 31, 2022 June 30, 2022 September 30, 2022 December 31, 2022 March 31, 2023 June 30, 2023 September 30, 2023 December 31, 2023 (in millions of U.S.
We started our operations in Brazil in 2000, opened our first office outside of Brazil in 2013 and expanded outside of Latin America to the United States in 2017.
For instance, a global electronics brand manufacturer uses the VTEX platform to power its ecommerce direct to consumer initiatives in 23 countries. We started our operations in Brazil in 2000, opened our first office outside of Brazil in 2013 and expanded outside of Latin America to the United States in 2017.
For instance, the LTV/CAC ratio for 2022 includes the LTV for the year ended December 31, 2021 and CAC for the four quarters ended September 30, 2022.
For instance, the LTV/CAC ratio for 2023 includes the LTV for the year ended December 31, 2022 and CAC for the four quarters ended September 30, 2023. On this basis, we estimate that our annual LTV/CAC ratio is over 6x in 2023 and 2022.
The real/U.S. dollar exchange rate reported by the Central Bank was R$5.581 per US$1.00 on December 31, 2021, which reflected a 7.4% depreciation of the real against the U.S. dollar during 2021 due primarily to increased government expenditures related to Covid-19 assistance programs and negative real interest rates caused by high inflation in 2021.
The real/U.S. dollar exchange rate reported by the Central Bank was R$5.218 per US$1.00 on December 31, 2022, which reflected a 6.5% depreciation of the real against the U.S. dollar during 2022 due to election and post-election concerns and speculations over increases in government expenditure.
Our effective tax rate is mostly impacted by permanent book-to-tax differences and the lack of recognition of a deferred tax asset at the level of certain legal entities.
Our effective tax rate is mostly impacted by permanent book-to-tax differences and the lack of recognition of a deferred tax asset at the level of certain legal entities. 83 Table of Contents Historical Consolidated Results of Operations Comparison of Results of Operations for the Years Ended December 31, 2023 and 2022 The following table sets forth our consolidated statements of profit or loss for the years ended December 31, 2023 and 2022.
Our future success is dependent, in part, on our ability to successfully develop, market, and sell our platform to new and existing customers and to help our customers capture omnichannel commerce opportunities both regionally and globally. 82 Table of Contents Successful rollout of new geographies We are investing in the expansion of our regional sales and marketing capabilities in order to grow our business within new regions in Latin America and the rest of the world.
Our future success is dependent, in part, on our ability to successfully develop, market, and sell our platform to new and existing customers and to help our customers capture omnichannel commerce opportunities both regionally and globally.
In 2022, VTEX announced a new step towards its efficiency-driven expansion. We prioritized the most relevant opportunities created in 2021, such as B2B, in-store, live shopping, conversational commerce, among others. We believe our current organizational structure is able to deliver high-efficiency growth in an industry which we believe maintains attractive underlying long-term trends.
In 2022, VTEX announced a new step towards its efficiency-driven expansion. We prioritized the most relevant opportunities created in 2021, such as B2B, in-store solutions, live shopping, and conversational commerce, among others. In 2023, VTEX maintained operational efficiency, achieving significant leverage and global momentum.
The real rate of GDP growth across Latin America trended down from growth of 4.6% in 2011 to a 1.2% contraction in 2016, according to Fitch. Since 2016, a combination of new governments pursuing better policies, further stabilizing reforms and improving terms of trade, has produced a gradual turnaround.
Since 2016, a combination of new governments pursuing better policies, further stabilizing reforms and improving terms of trade, has produced a gradual turnaround.
Services revenue represented 5.8%, 5.8% and 5.4% of our revenue for the years ended December 31, 2022, 2021 and 2020, respectively. Cost of revenue Our total cost consists of (1) subscription cost; and (2) services cost. Subscription cost of revenue Subscription cost consists mainly of costs related to hosting and customer support.
Services revenue Services revenue consists primarily of revenue derived from consulting services which are recognized over time during the period that services are performed. Services revenue represented 5.6%, 5.8% and 5.8% of our revenue for the years ended December 31, 2023, 2022 and 2021, respectively. Cost of revenue Our total cost consists of (1) subscription cost; and (2) services cost.
Net loss for the year As a result of the above, our net loss amounted to US$52.4 million in 2022, compared to US$60.5 million in 2021.
Net loss for the year As a result of the above, our net loss amounted to US$52.4 million in 2022, compared to US$60.5 million in 2021. Reconciliation of Non-GAAP Financial Measures This annual report presents certain non-GAAP financial measures, which are not recognized under IFRS Accounting Standards, specifically Free Cash Flow and FX Neutral measures.
Research and development Research and development expenses during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of US$, except as otherwise provided) % Research and development (57.2 ) (45.2 ) 26.5 % Percentage of total revenue 36.3 % 35.9 % Our research and development expenses increased by US$12.0 million, or 26.5%, to US$57.2 million in 2022 from US$45.2 million in 2021, primarily due to the investments we made in the first half of the 2022, partially offset by the reduction of our R&D headcount, made during the second half of 2022. 88 Table of Contents Financial result, net The components of our financial result during the years ended December 31, 2022 and 2021 were as follows: For the year ended December 31, 2022 2021 Variation (in millions of US$) % Finance income 23.8 7.4 221.0 % Finance expense (31.4 ) (12.0 ) 160.8 % Finance result, net (7.6 ) (4.6 ) 64.3 % Our finance result decreased by US$3.0 million, or 64.3%, to an expense of US$7.6 million in 2022 from an expense of US$4.6 million in 2021, as a result of the following: Financial income Financial income increased by US$16.4 million, or 221.0%, to US$23.8 million in 2022 from US$7.4 million in 2021, mainly due to (1) an increase in marketable securities and short term investments gains to US$9.1 million in December 31, 2022 from US$1.6 million in December 31, 2021; (2) an increase in gains from fair value of financial instruments to US$4.8 million in December 31, 2022 from US$2.3 million in December 31, 2021 and; (3) an increase in foreign exchange gains to US$7.3 million in December 31, 2022 from US$3.0 million in December 31, 2021.
Dollars, unless otherwise indicated) % Research and development (57.2 ) (45.2 ) 26.5 % Percentage of total revenue 36.3 % 35.9 % — Our research and development expenses increased by US$12.0 million, or 26.5%, to US$57.2 million in 2022 from US$45.2 million in 2021, primarily due to the investments we made in the first half of the 2022, partially offset by the reduction of our R&D headcount, made during the second half of 2022.
As of December 31, 2022 and 2021, we were in compliance with this covenant. C. Research and Development, Patents and Licenses, etc. As of the date of this annual report, we had no issued patents and one patent application pending in the USA. We own approximately 122 trademark registrations worldwide.
The decrease in indebtedness is primarily due to principal repayments to Itaú Unibanco S.A, BNDES and Totvs S.A. which occurred in 2021, 2022 and in 2023. C. Research and Development, Patents and Licenses, etc. As of the date of this annual report, we had no issued patents and one patent application pending in the USA.
The period-to-period comparison of financial results is not necessarily indicative of future results. 89 Table of Contents For the year ended December 31, 2021 2020 Variation (in millions of US$) % Subscription revenue 118.5 93.4 26.9 % Services revenue 7.3 5.3 37.7 % Total revenue 125.8 98.7 27.5 % Subscription cost (1) (38.4 ) (27.8 ) 38.1 % Services cost (1) (11.2 ) (7.1 ) 57.7 % Total cost (49.6 ) (34.9 ) 42.1 % Gross Profit 76.2 63.8 19.4 % Operating Expenses General and administrative (1) (31.9 ) (14.0 ) 127.9 % Sales and marketing (1) (63.5 ) (23.8 ) 166.8 % Research and development (1) (45.2 ) (19.0 ) 137.9 % Other losses (1.5 ) (0.5 ) 200.0 % Income (loss) from operations (65.9 ) 6.5 n/a Financial result, net (4.6 ) (3.1 ) 48.4 % Equity results 0.6 0.1 500.0 % Income (loss) before income taxes (70.0 ) 3.5 n/a Income tax 9.5 (4.3 ) (320.9 )% Net loss for the year (60.5 ) (0.8 ) n/a (1) Includes stock-based compensation expense allocated as follows: For the year ended December 31, 2021 2020 (in millions of US$) Subscription cost (0.7 ) (0.1 ) Services cost (0.4 ) (0.1 ) General and administrative (7.1 ) (1.0 ) Sales and marketing (5.5 ) (1.0 ) Research and development (5.9 ) (1.1 ) Total stock-based compensation (19.6 ) (3.3 ) Total revenue The components of our total revenue during the years ended December 31, 2021 and 2020 were as follows: For the year ended December 31, 2021 2020 Variation (in millions of US$) % Subscription revenue 118.5 93.4 26.9 % Services revenue 7.3 5.3 37.7 % Total revenue 125.8 98.7 27.5 % Total revenue for the year ended December 31, 2021 was U$125.8 million, an increase of US$27.1 million, or 27.5% (on a non-FX neutral basis) or 29.8% (on an FX neutral basis), from US$98.7 million in 2020.
Dollars, unless otherwise indicated) % Subscription revenue 190.3 148.5 28.2 % Services revenue 11.2 9.1 22.6 % Total revenue 201.5 157.6 27.8 % Subscription cost (1) (45.4 ) (41.4 ) 9.7 % Services cost (1) (15.5 ) (11.4 ) 35.9 % Total cost (60.9 ) (52.8 ) 15.4 % Gross Profit 140.6 104.8 34.1 % Operating Expenses General and administrative (1) (33.7 ) (28.3 ) 18.8 % Sales and marketing (1) (59.5 ) (67.8 ) (12.3 )% Research and development (1) (60.1 ) (57.2 ) 5.1 % Other losses (1.9 ) (1.4 ) 41.6 % Loss from operations (14.6 ) (49.9 ) (70.7 )% Financial result, net 3.0 (7.6 ) n/a Equity results 1.0 1.1 (8.9 )% Loss before income taxes (10.6 ) (56.4 ) (81.2 )% Income tax (3.1 ) 4.0 n/a Net loss for the year (13.7 ) (52.4 ) (73.9 )% (1) Includes stock-based compensation expense allocated as follows: For the year ended December 31, 2023 2022 (in millions of U.S.
In 2023, we expect our SSS and NRR to be in-line with the performance we witnessed during the second half of 2022. Given our subscription-based model, we generate most of our revenues in any given year from existing customers.
In 2023, our SSS and NRR were affected by the deteriorating macroeconomic environment. As we look ahead to 2024, predicting our SSS and NRR becomes challenging due to volatility in the macroeconomic landscape. Given our subscription-based model, we generate most of our revenues in any given year from existing customers.
Financial expense Our financial expense increased by US$5.0 million, or 71.4%, to US$12.0 million in 2021 from US$7.0 million in 2020, primarily due to (1) an increase in adjustment of hyperinflation to US$2.3 million from US$0.8 million; and (2) an increase in losses from fair value of derivative financial instruments to US$2.5 million in December 31, 2021 from US$0.6 million in December 31, 2020, which was partially offset by gains from fair value of derivative financial instruments as detailed above.
Financial expense Our financial expense increased by US$12.0 million, or 38.1%, to US$43.4 million in 2023 from US$31.4 million in 2022, mainly due to (1) an increase in the adjustment of hyperinflation to US$19.4 million on December 31, 2023 from US$5.2 million on December 31, 2022.

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFouilland holds an MBA from INSEAD, a Diplôme d’Études Supérieures Spécialisées degree in Financial Audit from Université Paris Dauphine and a Business degree from the ESLSCA Graduate School of Business in Paris. 102 Table of Contents Executive Officers Our executive officers are primarily responsible for the day-to-day management of our business and for implementing the general policies and directives established by our board of directors.
Biggest changeFouilland was the chief financial officer of Business Objects S.A., an enterprise software company which was acquired by SAP AG in 2007. Mr. Fouilland holds an MBA from INSEAD, a Diplôme d’Études Supérieures Spécialisées degree in Financial Audit from Université Paris Dauphine and a Business degree from the ESLSCA Graduate School of Business in Paris. Silvia Mazzucchelli .
Thomaz is also co-chairman of our board of directors, a position he has held since 2019. Graduated in Mechanical Engineering at Universidade Federal do Rio de Janeiro (UFRJ). Geraldo developed the VTEX platform under the SaaS model, providing systems, servers, security and infrastructure for enterprise-level companies.
Thomaz is also the co-chairman of our board of directors, a position he has held since 2019. Graduated in Mechanical Engineering at Universidade Federal do Rio de Janeiro (UFRJ). Geraldo developed the VTEX platform under the SaaS model, providing systems, servers, security and infrastructure for enterprise-level companies.
Matin holds an MBA from the University of Pennsylvania – The Wharton School, a master’s degree in computer engineering from the University of Texas at Austin, and a bachelor’s degree in electrical engineering from Regional Engineering College in India. Benoit Fouilland . Mr.
Matin holds an MBA from the University of Pennsylvania – The Wharton School, a master’s degree in computer engineering from the University of Texas at Austin, and a bachelor’s of degree in electrical engineering from Regional Engineering College in India. Benoit Fouilland . Mr.
Also on November 7, 2022, our board of directors approved the modification of some stock option instruments, changing the original vesting period and exercise price, and the migration of some stock option instruments to RSUs. Such modifications were carried out to reflect the recent fall in ’our share price. For further information, see note 25 to our consolidated financial statements.
Also on November 7, 2022, our board of directors approved the modification of some stock option instruments, changing the original vesting period and exercise price, and the migration of some stock option instruments to RSUs. Such modifications were carried out to reflect the recent fall in our share price. For further information, see note 25 to our consolidated financial statements.
Matin also served as a member of the board of directors of RS Energy Group, a Canadian company supporting companies in the oil and gas industry with its data analytics and forensic research, from December 2018 to January 2021. In addition, Mr.
Matin also served as a member of the board of directors of RS Energy Group, a Canadian company supporting companies in the oil and gas industry with its data analytics and forensic research, from December 2018 to January 2020. In addition, Mr.
Board Practices Duties of Directors As a matter of Cayman Islands law, a director of a Cayman Islands company is considered a fiduciary of the company.
C. Board Practices Duties of Directors As a matter of Cayman Islands law, a director of a Cayman Islands company is considered a fiduciary of the company.
Alejandro Raul Scannapieco and Benoit Fouilland satisfy the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC, and they also meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.
Alejandro Raul Scannapieco, Benoit Fouilland and Silvia Mazzucchelli satisfy the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC, and they also meet the criteria for independence set forth in Rule 10A-3 of the Exchange Act.
Sodré actively participated in more than 10 private equity investments, including CETIP, CCC Information Services and StoneCo, and in recent years he was a board member at Prisma Medios de Pago S.A., a leading payments company in Latin America, and GTM Holdings, a leading chemical distributor with presence in 11 countries in Latin America, where he was also a member of the Audit, Finance and M&A committees.
Sodré actively participated in more than 10 private equity investments, including CETIP, CCC Intelligent Solutions and StoneCo, and in recent years he was a board member at Prisma Medios de Pago S.A., a leading payments company in Latin America, and GTM Holdings, a leading chemical distributor with presence in 11 countries in Latin America, where he was also a member of the Audit, Finance and M&A committees.
As of the date of this annual report, our engineering team consists of approximately 12.1% of VTEX Lab graduates and we continue to cultivate the future of tech talent at VTEX. E. Share Ownership For information regarding the share ownership of our directors and senior management, see “Item 7. Major Shareholders and Related Party Transactions — A.
As of the date of this annual report, our engineering team consists of approximately 13.0% of VTEX Lab graduates and we continue to cultivate the future of tech talent at VTEX. E. Share Ownership For information regarding the share ownership of our directors and senior management, see “Item 7. Major Shareholders and Related Party Transactions — A.
Alvarez-Demalde was an investment executive at Kohlberg Kravis Roberts & Co., where he focused on leveraged buyouts in the technology industry and other sectors, and was also with Eton Park Capital Management and Goldman Sachs & Co. Mr.
Alvarez-Demalde was an investment executive at Kohlberg Kravis Roberts & Co. (KKR), where he focused on leveraged buyouts in the technology industry and other sectors. He also previously held roles with Eton Park Capital Management and Goldman Sachs & Co. Mr.
For the years ended December 31, 2022, 2021 and 2020, the aggregate compensation expense for the members of the board of directors and our executive officers for services in all capacities was US$8.2 million, US$8.3 million and US$3.4 million, respectively, which includes both salaries and bonuses paid in kind and compensation.
For the years ended December 31, 2023, 2022 and 2021, the aggregate compensation expense for the members of the board of directors and our executive officers for services in all capacities was US$10.1million, US$8.2 million and US$8.3 million, respectively, which includes both salaries and bonuses paid in kind and compensation.
Each director shall be appointed and elected for such term as the resolution appointing him or her may determine or until his or her death, resignation 100 Table of Contents or removal.
Each director shall be appointed and elected for such term as the resolution appointing him or her may determine or until his or her death, resignation or removal.
Matin was executive vice president of IHS Inc., a publicly-traded company that is a leading global source of information and analytics. Mr. Matin joined IHS through the acquisition of Seismic Micro-Technology, Inc., or SMT, a global leader in the geology and geophysics software market.
From January 2012 to April 2013, Mr. Matin was executive vice president of IHS Inc., a publicly-traded company that is a leading global source of information and analytics. Mr. Matin joined IHS through the acquisition of Seismic Micro-Technology, Inc., or SMT, a global leader in the geology and geophysics software market.
Mr. Sodré holds a degree in Mechanical-Aeronautical Engineering with honors from Instituto Tecnológico de Aeronáutica and an MBA from Harvard Business School. André Spolidoro Ferreira Gomes. Mr. Spolidoro is our Chief Strategy Officer, a position he has held since November 2022, previously he served as our Chief Financial Officer, a position he held since January 2016. Mr.
Mr. Sodré holds a degree in Mechanical-Aeronautical Engineering with honors from Instituto Tecnológico de Aeronáutica (“ITA”) and an MBA from Harvard Business School. André Spolidoro Ferreira Gomes. Mr. Spolidoro is our Chief Strategy Officer, a position he has held since November 2022. Mr.
The table set forth below presents the name, age and title of the current members of our board of directors: Name Age Position Geraldo do Carmo Thomaz Júnior 46 Co-Chairman Mariano Gomide de Faria 45 Co-Chairman Francisco Alvarez-Demalde 44 Board Member Alejandro Raul Scannapieco 53 Independent Board Member Arshad Matin 59 Independent Board Member Benoit Fouilland 58 Independent Board Member The following is a summary of the professional experience of our current directors.
The table set forth below presents the name, age and title of the current members of our board of directors: Name Age Position Geraldo do Carmo Thomaz Júnior 47 Co-Chairman Mariano Gomide de Faria 46 Co-Chairman Francisco Alvarez-Demalde 45 Board Member Alejandro Raul Scannapieco 54 Independent Board Member Arshad Matin 60 Independent Board Member Benoit Fouilland 59 Independent Board Member Silvia Mazzucchelli 52 Independent Board Member The following is a summary of the professional experience of our current directors.
See “—Board of Directors.” Mariano Gomide de Faria. See “—Board of Directors.” Ricardo Camatta Sodré . Mr. Sodré is our Chief Financial Officer, a position he has held since November 2022. He previously served the company as Finance Executive Officer, a position he held since February 2021. Previously, Mr.
See “—Board of Directors.” Mariano Gomide de Faria. See “—Board of Directors.” Ricardo Camatta Sodré . Mr. Sodré is our Chief Financial Officer, a position he has held since November 2022. Mr. Sodré priorly served VTEX as Finance Executive Officer, a position he held from February 2021 to November 2022. Previously, Mr.
He previously served the company as LatAm Growth Officer from June 2020 to May 2022 and as Country Manager of Colombia from 2016 to 2020. Before joining VTEX, he served as Marketing Manager in Offcorss (CI Hermeco) for 10 years. Mr.
Naranjo served as LatAm Growth Officer, from 2020 to 2022, and as Country Manager of Colombia from 2016 to 2020. Before joining VTEX, he served as Marketing Manager in Offcorss (CI Hermeco) for 10 years. Mr.
Of these employees, 71.2% are in Brazil and 28.8% are in our international locations. In Brazil, it is mandatory to be affiliated with a workers union. Each year, we enter into an updated collective bargaining agreement.
Of these employees, 73.1% are in Brazil and 26.9% are in our international locations. In Brazil, it is mandatory to be affiliated with a workers union. Each year, we enter into an updated collective bargaining agreement.
The final eligibility of any beneficiary to participate in the 2021 Share Plan is determined by our board of directors. 104 Table of Contents On November 7, 2022, our board of directors amended and restated the 2021 Share Plan and authorized an increase of the number of shares that are available to be issued under the 2021 Share Plan (any such number of shares available to be issued the “ Plan Share Reserve ”) to include an additional 2,600,000 Class A common shares to be reserved for issuance to offset an aggregate of approximately 2,600,000 stock options and restricted stock units that were previously granted under Pre-IPO Plans and have been forfeited.
On November 7, 2022, our board of directors amended and restated the 2021 Share Plan and authorized an increase of the number of shares that are available to be issued under the 2021 Share Plan (any such number of shares available to be issued the “Plan Share Reserve”) to include an additional 2,600,000 Class A common shares to be reserved for issuance to offset an aggregate of approximately 2,600,000 stock options and restricted stock units that were previously granted under Pre-IPO Plans and have been forfeited.
Matin would satisfy such independence requirements. D. Employees As of December 31, 2022, we had 1,349 employees (including full-time employees, contractors, third-parties, and interns), including 32.5% in research and development, 27.9% in sales and marketing, 21.1% in professional services and customer support and 18.5% in general and administrative expenses.
Matin would satisfy such independence requirements. D. Employees As of December 31, 2023, we had 1,277 employees (including full-time employees, contractors, third-parties, and interns), including 32.7% in research and development, 26.9% in sales and marketing, 21.1% in professional services and customer support and 19.3% in general and administrative expenses.
Gomide de Faria is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his experience serving as a director of other companies. Francisco Alvarez-Demalde. Mr. Alvarez-Demalde is a member of our board of directors, a position he has held since 2019.
Thomaz is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his experience serving as a director of other companies. Gomide de Faria. Mr. Gomide de Faria is our Founder and Co-Chief Executive Officer, a position he has held since our inception.
Our Articles of Association provide that from and after the date on which our controlling shareholders (and/or their respective affiliates) no longer constitute a group that beneficially owns more than 50% of our outstanding voting power, or the classifying date, the directors shall be divided into three classes designated Class I, Class II, and Class III.
The controlling shareholders may in like manner remove such director(s) appointed by them and appoint such replacement director(s). 97 Table of Contents Our Articles of Association provide that from and after the date on which our controlling shareholders (and/or their respective affiliates) no longer constitute a group that beneficially owns more than 50% of our outstanding voting power, or the classifying date, the directors shall be divided into three classes designated Class I, Class II, and Class III.
The table set forth below presents the name, age and title of current executive officers: Name Age Position Geraldo do Carmo Júnior 46 Co-Chief Executive Officer Mariano Gomide de Faria 45 Co-Chief Executive Officer Ricardo Camatta Sodré 38 Chief Financial Officer André Spolidoro Ferreira Gomes 46 Chief Strategy Officer Fernanda Weiden 40 Chief Technology Officer Santiago Naranjo Alvarez 40 Chief Revenue Officer Rafael do Amaral Forte 42 Brazil Growth Officer Geraldo do Carmo Thomaz Júnior.
The table set forth below presents the name, age and title of current executive officers: Name Age Position Geraldo do Carmo Júnior 47 Co-Chief Executive Officer Mariano Gomide de Faria 46 Co-Chief Executive Officer Ricardo Camatta Sodré 39 Chief Financial Officer André Spolidoro Ferreira Gomes 47 Chief Strategy Officer Santiago Naranjo Alvarez 41 Chief Revenue Officer Geraldo do Carmo Thomaz Júnior.
Eligible participants of the 2021 Share Plan include certain members of our management and our employees. Beneficiaries under 2021 Share Plan may be granted stock options and/or restricted shares units on certain determined criteria.
Eligible participants of the 2021 Share Plan include certain members of our management and our employees. Beneficiaries under 2021 Share Plan may be granted stock options and/or restricted shares units on certain determined criteria. The final eligibility of any beneficiary to participate in the 2021 Share Plan is determined by our board of directors.
From March 2012 to July 2020, he served as chief financial officer of Criteo SA, a global advertising technology company (NASDAQ: CRTO). From September 2009 to March 2012, he served as senior vice president and chief financial officer for the Europe, Middle East and Africa (EMEA) region of SAP AG, a multinational software corporation.
From September 2009 to March 2012, he served as senior vice president and chief financial officer for the Europe, Middle East and Africa (EMEA) region of SAP AG, a multinational software corporation. From April 2008 to September 2009, Mr.
Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees — B. Compensation—Equity Incentive Plan.” 106 Table of Contents
Major Shareholders.” For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees — B. Compensation—Equity Incentive Plan.” F. Disclosure of a registrant’s action to recover erroneously awarded compensation. Not applicable.
Election and Terms of Directors See “Item 10. Additional Information.—B. Memorandum and Articles of Association—Appointment, Disqualification and Removal of Directors.” Board Committees Our board of directors has established an (i) audit committee; and (ii) a compensation committee.
Election and Terms of Directors See “Item 10. Additional Information.—B. Memorandum and Articles of Association—Appointment, Disqualification and Removal of Directors.” Board Committees Our board of directors has established an (i) audit committee; and (ii) a compensation committee. In the future, our board of directors may establish other committees, as it deems appropriate, to assist with its responsibilities.
From 2013 to October 2018, he was the president, chief executive officer and a board member of Paradigm Ltd., a leading developer of software solutions to the global oil and gas industry, when it was acquired by Emerson Electric Co. From January 2012 to April 2013, Mr.
From November 2018 to September 2019, he was an entrepreneur-in-residence with Warburg Pincus LLC, a private equity firm. From 2013 to October 2018, he was the president, chief executive officer and a board member of Paradigm Ltd., a leading developer of software solutions to the global oil and gas industry, when it was acquired by Emerson Electric Co.
Fouilland is an independent member of our board of directors and co-chairman of our audit committee, a position he has held since May 2021. Mr. Fouilland is currently chief financial officer of Firmenich, one of the world’s largest fragrance and taste companies.
Fouilland is an independent member of our board of directors and co-chairman of our audit committee, a position he has held since May 2021. Mr. Fouilland is currently chief financial officer of Contentsquare, an AI-powered digital experience analytics platform.
As of December 31, 2022 the date of this annual report, we have awarded 3,345,616 stock options and 2,067,889 restricted share units under the 2021 Share Plan that are currently outstanding and have not been exercised.
As of December 31, 2023, we have awarded 4,951,689 stock options and 2,879,265 restricted share units under the 2021 Share Plan that are currently outstanding and have not been exercised.
Prior to joining Globant in 2008, Alejandro served as chief financial officer at Microsoft South Cone (2002-2008) and Patagon.com South America (1999-2002), an internet startup that was sold to Santander Bank. He also served as Senior Finance Analyst at JP Morgan (1994-1999) and Senior Auditor at EY (1990-1994). Mr.
Prior to that, he led the U.S. East Region for Globant and was the chief financial officer from 2008-2018. Prior to joining Globant in 2008, Alejandro served as chief financial officer at Microsoft South Cone (2002-2008) and Patagon.com South America (1999-2002), an internet startup that was sold to Santander Bank.
Pursuant to the terms of the 2021 Share Plan, the Plan Share Reserve automatically renews on the first day of each fiscal year, by a number of Class A common shares equal to (1) 1.8% of our outstanding share capital on the last day of the immediately preceding fiscal year or (2) a number of Class A common shares as otherwise determined by our board of directors.
Pursuant to the terms of the 2021 Share Plan, the Plan Share Reserve automatically renews on the first day of each fiscal year, by a number of Class A common shares equal to (1) 1.8% of our outstanding share capital on the last day of the immediately preceding fiscal year or (2) a number of Class A common shares as otherwise determined by our board of directors. 101 Table of Contents On January 1, 2024, our Plan Share Reserved was renewed by 3,751,921 which represented 1.8% of our outstanding share capital on December 31, 2023 and as of the date of this annual report, we have a total of 3,751,921 Class A common shares available for issuance under the 2021 Share Plan.
Naranjo has also been a board member of the Colombian Chamber of Electronic Commerce (“CCCE”) since 2016 as a trusted advisor who shares knowledge that powers the ecommerce industry in Latin America. Santiago holds a B.S. degree in financial engineering with marketing at Universidad de Medellín. 103 Table of Contents Rafael do Amaral Forte. Mr.
Naranjo has also been a board member of the Colombian Chamber of Electronic Commerce (“CCCE”) since 2016 as a trusted advisor who shares knowledge that powers the ecommerce industry in Latin America.
Alvarez-Demalde is a former or current director of several technology companies, including Alog Data Centers do Brasil, Billtrust (NASDAQ: BTRS), Conductor, Globant (NYSE: GLOB), Greenhouse, Industrious, LAVCA, Shiphero, among others. Mr.
He has led investments in or is a current or former Director or Advisor of several technology companies, including 99, Alog Data Centers do Brasil, Billtrust (Nasdaq: BTRS), Cloudblue, Dock, Globant (NYSE: GLOB), GOintegro, Greenhouse, Industrious, Insider, LAVCA, Mandic, MotionPoint, Navent, Nubox, Pixeon, RD Station, SecurityScorecard, Shiphero, Technisys, among others. Mr.
Since 2021, he has also served as a board member for Instituto Reditus, a non-profit organization in Brazil. He currently also leads the Research & Development. We believe that Mr. Thomaz is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his experience serving as a director of other companies.
Since 2021, he has also served as a board member for Instituto Reditus, a non-profit organization in Brazil. He currently also leads the Research & Development teams. We believe that Mr.
Our audit committee assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our consolidated financial statements. In addition, the audit committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm.
In addition, the audit committee will be directly responsible for the appointment, compensation, retention and oversight of the work of our independent registered public accounting firm. 102 Table of Contents Compensation Committee Our compensation committee consists of Francisco Alvarez-Demalde and Arshad Matin.
Matin is the president and chief executive officer of Avetta, LLC, a private company providing cloud-based supply chain risk management solutions which he joined in October 2019. From November 2018 to September 2019, he was an entrepreneur-in-residence with Warburg Pincus LLC, a private equity firm.
Matin is an independent member of our board of directors, a position he has held since May 2021. Mr. Matin is the president and chief executive officer of Avetta, LLC, a private company providing cloud-based supply chain risk management solutions which he joined in October 2019.
Alvarez-Demalde is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his experience serving as a director of other companies. Alejandro Raul Scannapieco . Mr. Scannapieco is an independent member of our board of directors and co-chairman of our audit committee, positions he has held since May 2021.
Alvarez-Demalde is also a Global Ambassador with Endeavor and interested in non-profit initiatives related to education. We believe that Mr. Alvarez-Demalde is qualified to serve on our board of directors due to his considerable business experience in the technology industry and his experience serving as a director of other companies. 98 Table of Contents Alejandro Raul Scannapieco . Mr.
Spolidoro worked from 1998 to 2015 in asset management firms as Equity Portfolio Manager where he consolidated his solid knowledge in finance, financial market, equity analysis and business. Mr. Spolidoro holds a B.S. degree in Mechanical Engineering at UFRJ and a graduate degree in finance and capital markets at PUC RJ School of Business. Fernanda Weiden . Mrs.
Spolidoro priorly served VTEX as Chief Financial Officer, a position he held from January 2016 to November 2022. Mr. Spolidoro worked from 1998 to 2015 in asset management firms as Equity Portfolio Manager where he consolidated his solid knowledge in finance, financial market, equity analysis and business. Mr.
Scannapieco currently serves as a board member for RetailApp Inc., a performance management platform for retailers, a position he has held since 2016. Mr. Scannapieco holds a postgraduate degree in capital markets, a degree in public accounting and a bachelor’s degree in business administration from the Pontificia Universidad Católica Argentina.
Scannapieco holds a postgraduate degree in capital markets, a degree in public accounting and a bachelor’s degree in business administration from the Pontificia Universidad Católica Argentina. He has also completed a postgraduate degree in finance from Torcuato Di Tella University. Arshad Matin . Mr.
He is a co-founder and co-managing partner of Riverwood Capital, a leading growth-capital private equity firm focused on the global technology industry, and one of the largest early investors in VTEX, since 2014. Before starting Riverwood Capital, Mr.
Alvarez-Demalde is a member of our board of directors, a position he has held since 2019. He is a Co-Founder and Managing Partner of Riverwood Capital, one of the leading investment firms solely dedicated to technology growth and scalability, and one of the largest early investors in VTEX, since 2014. Prior to establishing Riverwood, Mr.
Mariano Gomide de Faria. Mr. Gomide de Faria is our Founder and Co-Chief Executive Officer, a position he has held since our inception. Mr. Gomide de Faria is also co-Chairman of our board of directors, a position he has held since 2019. Graduated in Mechanical Engineering at UFRJ.
He is primarily responsible for overseeing the company’s global growth strategy encompassing marketing, sales, delivery support, and global go-to-market operations teams. He is also the co-Chairman of the board of directors, a role he has fulfilled since 2019. Mariano is graduated in Mechanical Engineering at UFRJ.
In the future, our board of directors may establish other committees, as it deems appropriate, to assist with its responsibilities. 105 Table of Contents Audit Committee Our audit committee consists of Alejandro Raul Scannapieco and Benoit Fouilland where both are co-chairmen of our audit committee.
Audit Committee Our audit committee consists of Alejandro Raul Scannapieco, Benoit Fouilland and Silvia Mazzucchelli where all are co-chairmen of our audit committee.
Forte is also a guest lecturer at the MBA in Strategic Retail Management at Ibmec University. Family Relationships There are no family relationships between our directors and executive officers and shareholders. B.
Santiago holds a B.S. degree in financial engineering with marketing at Universidad de Medellín. 100 Table of Contents Family Relationships There are no family relationships between our directors and executive officers and shareholders. B.
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The controlling shareholders may in like manner remove such director(s) appointed by them and appoint such replacement director(s).
Added
Moreover, he actively engages as a teacher and lecturer for events like ecommerce Day, Internet Retailer, eShow, and UNCTAD ecommerce Week and EICOM Institute. We believe Mr. Gomide de Faria is qualified to serve on our board of directors due to his substantial business experience in the technology industry and his extensive leadership roles within the company. Francisco Alvarez-Demalde. Mr.
Removed
Mariano currently leads VTEX’s Sales and Marketing teams, overseeing the UK and Asia markets. He is a teacher and lecturer for events like ecommerce Day, Internet Retailer, eShow, and UNCTAD ecommerce Week. We believe that Mr.
Added
Alvarez-Demalde has invested and been actively involved in the development, operations, and growth of several successful businesses across North America, Latin America and other geographies. Mr. Alvarez-Demalde earned a Licentiate (Honors) in Economics from Universidad de San Andres, Argentina (including an exchange program at the Wharton School).
Removed
Alvarez-Demalde holds a 101 Table of Contents bachelor’s degree in economics from Universidad de San Andrés, Argentina, which included an exchange program at the Wharton School at the University of Pennsylvania. Mr. Alvarez-Demalde is also a Global Ambassador with Endeavor, and interested in non-profit initiatives related to education. We believe that Mr.
Added
Scannapieco is an independent member of our board of directors and co-chairman of the Audit Committee, positions he has held since May 2021. Currently, he is the CEO of LaLiga Tech, a joint venture between Globant and La Liga Española. Prior to that, he was the managing director of the Business Hack-ing Studio at Globant from 2019 to 2022.
Removed
Currently, he is managing director of the Business Hacking Studio, the strategic consulting arm at Globant. Prior to that, he led the U.S. East Region for Globant and was the chief financial officer from 2008-2018, leading the IPO process at the NYSE in 2014.
Added
He also served as Senior Finance Analyst at JP Morgan (1994-1999) and Senior Auditor at EY (1990-1994). Mr. Scannapieco currently serves as a board member for RetailApp Inc., a performance management platform for retailers, a position he has held since 2016. Mr.
Removed
He has also completed a postgraduate degree in finance from Torcuato Di Tella University. Arshad Matin . Mr. Matin is an independent member of our board of directors, a position he has held since May 2021. Mr.
Added
Prior to that, from September 2020 to May 2023, he served as chief financial officer of Firmenich, one of the world’s largest fragrance and taste companies. From March 2012 to July 2020, he served as chief financial officer of Criteo SA, a global advertising technology company (NASDAQ: CRTO).
Removed
From April 2008 to September 2009, Mr. Fouilland was the chief financial officer of Business Objects S.A., an enterprise software company which was acquired by SAP AG in 2007. Mr.
Added
Silvia Mazzucchelli is an independent member of our board of directors and member of the Audit Committee, a position she has held since July 2023. Ms.
Removed
Weiden is our Chief Technology Officer, a position she has held since January 2022. Prior to joining us as our Chief Technology Officer, Mrs. Weiden was one of our advisors from September 2020 to December 2021. Prior to that, she was vice-president of Engineering at Unico IDtech from 2020 to 2021.
Added
Mazzucchelli is currently a senior advisor, specialized in retail and consumer brands, to The Boston Consulting Group, and serves as chair of the board of Coyuchi, a sustainable home textiles brand, and director of Carbon38, a Footlocker-backed activewear brand. She previously served as Chair of the board of Sequential Brands Group, Inc.
Removed
From 2012 to 2019 she worked at Facebook Inc., in a number of roles including as a production engineering director. Santiago Naranjo Alvarez . Mr. Naranjo is our Chief Revenue Officer, a position he has held since May 2022.
Added
(Nasdaq: SQBG), a brand management company with a portfolio of lifestyle brands, as director of PAS Group Ltd. (ASX: PGR), a leading Australian fashion retailer, and two KKR portfolio companies.Ms.
Removed
Forte is the Brazil Growth Officer, a position he has held since 2019. From 2001 to 2011 he was the co-founder and Director of WX7, where he co-led the company’s growth and subsequent acquisition by VTEX. From 2016 to 2019, Mr. Forte served as our Head of Sales in Brazil. Mr.
Added
Mazzucchelli’s contributions to strategy development, scaling consumer and retail brands, and digital transformations leverage 25+ years of track record as a consumer 99 Table of Contents and retail business leader and advisor. Most recently, Ms.
Removed
Forte is the chairman of the board of directors of our joint-venture with Totvs, VT Comércio Digital S.A., a position he has held since 2019. Mr. Forte holds a law degree from the University of São Judas, a MBA in Ecommerce Strategic Management from Anhembi University and a MBA in Strategic and Economic Business Management from FGV University. Mr.
Added
Mazzucchelli served as CEO of the Collected Group, a KKR company owner of luxury brands Joie, Equipment, and Current Elliott, and Chief Executive Officer for ModCloth, a Walmart e-commerce portfolio company, from 2019 to 2020. Prior to that, Ms Mazzucchelli held a variety of senior executive roles at American Apparel, Gildan Activewear, Toms Shoes, Guess? Inc.
Removed
On January 1, 2023, our Plan Share Reserved was renewed by 3,401,866, which represented 1.8% of our outstanding share capital on December 31, 2022 and as of the date of this annual report, we have 515,177 Class A common shares available for issuance under the 2021 Share Plan. C.
Added
Silvia began her career at The Boston Consulting Group where she spent over 12 years assisting Fortune 500 clients in Consumer and Retail across North America and Europe. Ms.
Removed
Compensation Committee Our compensation committee consists of Francisco Alvarez-Demalde and Arshad Matin.
Added
Mazzucchelli graduated with an MBA from the Anderson School of Management at UCLA, and holds a BSBA degree from Bocconi University in Italy and an International Business Diploma from the Stockholm School of Economics.
Added
Executive Officers Our executive officers are primarily responsible for the day-to-day management of our business and for implementing the general policies and directives established by our board of directors.
Added
Spolidoro holds a B.S. degree in Mechanical Engineering at UFRJ and a graduate degree in finance and capital markets at PUC RJ School of Business. Santiago Naranjo Alvarez . Mr. Naranjo is our Chief Revenue Officer, a position held since June 2022. Mr.
Added
Our audit committee assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our consolidated financial statements.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

30 edited+6 added−12 removed11 unchanged
Biggest change(4) 19,875,188 23.5 % 18,559,399 17.2 % 17.7 % Riverwood Managed Entities (5) 3,739,875 4.4 % 11,255,046 10.4 % 10.0 % Affiliated of Dynamo (6) 7,226,229 8.6 % — — 0.6 % Capital Research Global Investors (7) 6,643,874 7.9 % — — 0.6 % Affiliated of Fourth Sail (8) 4,548,068 5.4 % — — 0.4 % GIC Private Limited (9) 4,413,559 5.2 % — — 0.4 % Affiliated of Lone Pine (10) — — — — — Affiliated of Tiger Global (11) — — — — — Total 49,494,993 58.6 % 100,655,059 93.3 % 90.8 % Other Directors and Executive Officers Francisco Alvarez-Demalde (5) — — — — — Alejandro Raul Scannapieco (12) 121,332 0.1 % — — 0.0 % Arshad Matin (13) 45,500 0.1 % — — 0.0 % Benoit Fouilland (14) 121,332 0.1 % — — 0.0 % André Spolidoro Ferreira Gomes (15) 394,821 0.5 % 950,000 0.9 % 0.9 % Rafael do Amaral Forte (16) 38,063 0.0 % 3,491,249 3.2 % 3.0 % Santiago Naranjo Alvarez (17) 287,974 0.3 % — — 0.0 % Ricardo Camatta Sodré (18) 226,250 0.3 % — — 0.0 % Fernanda Weiden (19) — — — — — All directors and executive officers as a group (11 persons) 4,283,472 5.1 % 75,281,863 69.8 % 65.1 % (1) Percentage of the specific class of common shares, based on 84,429,037 outstanding Class A common shares (including options and restricted stock units exercisable within 60 days from the date of this annual report) and 107,849,494 outstanding Class B common shares as of December 31, 2022.
Biggest change(4) 19,875,188 24.2 % 18,559,399 17.4 % 17.9 % Riverwood Managed Entities (5) 5,014,896 6.1 % 10,555,046 9.9 % 9.6 % Affiliated of Dynamo (6) 6,977,073 8.5 % — — 0.6 % GIC Private Limited (7) 4,413,559 5.4 % — — 0.4 % Total 40,659,333 49.6 % 99,489,667 93.3 % 90.1 % Other Directors and Executive Officers Francisco Alvarez-Demalde (5) 70,424 0.1 % — — 0.0 % Alejandro Raul Scannapieco (8) 131,090 0.2 % — — 0.0 % Arshad Matin (9) 115,924 0.1 % — — 0.0 % Benoit Fouilland (10) 131,090 0.2 % — — 0.0 % André Spolidoro Ferreira Gomes (11) 573,873 0.7 % 900,000 0.8 % 0.8 % Santiago Naranjo Alvarez (12) 335,550 0.4 % — — 0.0 % Ricardo Camatta Sodré (13) 394,218 0.5 % — — 0.0 % Silvia Mazzucchelli (14) 9,758 0.0 % — — 0.0 % All directors and executive officers as a group (10 persons) 6,140,544 7.5 % 71,275,222 66.8 % 62.4 % (1) Percentage of the specific class of common shares, based on 82,296,744 outstanding Class A common shares (including options and restricted stock units exercisable within 60 days from December 31, 2023) and 106,634,102 outstanding Class B common shares as of December 31, 2023. 104 Table of Contents (2) Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class.
Major Shareholders —Registration Rights Agreement,” the following is a description of each transaction since January 1, 2019 and each currently proposed transaction in which the amount involved in the transactions is material to us and any related party. See note 22 to our consolidated financial statements for a description of the Company’s related party transactions.
Major Shareholders —Registration Rights Agreement,” the following is a description of each transaction since January 1, 2021 and each currently proposed transaction in which the amount involved in the transactions is material to us and any related party. See note 22 to our consolidated financial statements for a description of the Company’s related party transactions.
(9) Based on a statement on Schedule 13G jointly filed on November 26, 2021, by GIC Private Limited, the date of the last available Schedule 13G filed by such person with the SEC. Includes 395,523 Class A common shares subject to share voting powers with the Monetary Authority of Singapore.
(7) Based on a statement on Schedule 13G jointly filed on November 26, 2021, by GIC Private Limited, the date of the last available Schedule 13G filed by such person with the SEC. Includes 395,523 Class A common shares subject to share voting powers with the Monetary Authority of Singapore.
Agreements with our Executives Certain of our executive officers have entered into employment agreements, certain of which provide for notice of termination periods and include restrictive covenants including with respect to confidentiality, non-compete and exclusivity. As of December 31, 2022, none of our directors have entered into service agreements with us.
Agreements with our Executives Certain of our executive officers have entered into employment agreements, certain of which provide for notice of termination periods and include restrictive covenants including with respect to confidentiality, non-compete and exclusivity. As of December 31, 2023, none of our directors have entered into service agreements with us.
All investment decisions over the shares held by the Riverwood-Managed Entities are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by the Riverwood-Managed Entities are made by a majority vote of Riverwood Capital GP II Ltd.’s eleven shareholders.
All investment decisions over the shares held by the Riverwood-Managed Entities are made by a majority vote of an investment committee comprised of several members. All voting decisions over the shares held by the Riverwood-Managed Entities are made by a majority vote of Riverwood Capital GP II Ltd.’s multiple shareholders.
Related Person Transaction Policy Our related person transaction policy requires certain related party transactions to be approved by our board of directors or a designated committee thereof, which may include our audit committee. Indemnification Agreements We have entered into indemnification agreements with our directors and executive officers.
Related Person Transaction Policy Our related person transaction policy requires certain related party transactions to be approved by our board of directors or a designated committee thereof, which may include our audit committee. 106 Table of Contents Indemnification Agreements We have entered into indemnification agreements with our directors and executive officers.
Spolidoro, our Chief Strategy Officer, beneficially owns Class A common shares in us directly and Class B common shares in us directly and indirectly through his ownership of all participation interests in Botsmark LLC, an entity incorporated under the laws of Delaware. The business address for Mr. Spolidoro is 125 Kingsway, WC2B 6NH London, United Kingdom.
Spolidoro, our Chief Strategy Officer, beneficially owns 247,821 Class A common shares in us directly and 900,000 Class B common shares in us directly and indirectly through his ownership of all participation interests in Botsmark LLC, an entity incorporated under the laws of Delaware. The business address for Mr. Spolidoro is 125 Kingsway, WC2B 6NH London, United Kingdom.
For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees — B. Compensation—Equity Incentive Plan.” C. Interests of Experts and Counsel Not applicable. 110 Table of Contents
For information as to stock options granted to our directors, executive officers and other employees, see “Item 6. Directors, Senior Management and Employees — B. Compensation—Equity Incentive Plan.” C. Interests of Experts and Counsel Not applicable.
Major Shareholders The following table and accompanying footnotes presents information relating to the beneficial ownership of our Class A common shares and Class B common shares as of December 31, 2022: • each person, or group of affiliated persons, known by us to own beneficially 5% or more of our common shares; • each of our executive officers and directors individually; and • all executive officers and directors as a group.
Major Shareholders The following table and accompanying footnotes presents information relating to the beneficial ownership of our Class A common shares and Class B common shares as of December 31, 2023: 103 Table of Contents • each person, or group of affiliated persons, known by us to own beneficially 5% or more of our common shares; • each of our executive officers and directors individually; and • all executive officers and directors as a group.
(5) Based on a statement on Schedule 13D jointly filed on January 6, 2023, by Riverwood Capital Partners II (Parallel-B) L.P. and others, the date of the last available Schedule 13D filed by such persons with the SEC.
(5) Based on a statement on Schedule 13D jointly filed on March 29, 2023, by Riverwood Capital Partners II (Parallel-B) L.P. and others, the date of the last available Schedule 13D filed by such persons with the SEC.
The Riverwood-Managed Funds, Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to have shared voting and dispositive power over shares directly held by the Riverwood-Managed Entities (provided that the powers attributed to Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. are vested to them in their fiduciary capacity).
The Riverwood-Managed Funds, Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. may be deemed to have voting and dispositive power over shares directly held by one or more of the Riverwood-Managed Entities (provided that the powers attributed to Riverwood Capital II L.P. and Riverwood Capital GP II Ltd. are vested to them in their fiduciary capacity).
Consists of 7,226,229 Class A common shares held by Dynamo Internacional Gestão de Recursos Ltda. and other entities or persons affiliated with Dynamo Internacional Gestão de Recursos Ltda. (“Dynamo Internacional”). The business address of each of these entities and the individuals is Avenida Ataúfo de Paiva, 1235, 6th floor, 22440-034, Rio de Janeiro, Rio de Janeiro, Brazil.
Consists of 6,977,073 Class A common shares held by Dynamo Internacional Gestão de Recursos Ltda. and other entities or persons affiliated with Dynamo Internacional Gestão de Recursos Ltda. (“Dynamo Internacional”). The business address of each of these entities and the individuals is Avenida Ataúfo de Paiva, 1235, 6th floor, 22440-034, Rio de Janeiro, Rio de Janeiro, Brazil.
Francisco Alvarez-Demalde is a member of the investment committee and a shareholder of Riverwood Capital GP II Ltd. He disclaims beneficial ownership with respect to the shares held by the Riverwood-Managed Entities except to the extent of his pecuniary interest therein. No single natural person controls investment or voting decisions with respect to the shares held by the Riverwood-Managed Entities.
Francisco Alvarez-Demalde is a member of the investment committee and a shareholder of Riverwood Capital GP II Ltd. He disclaims beneficial ownership with respect to the shares held by the Riverwood-Managed Entities except to the extent of his pecuniary interest therein.
If we become eligible to register the sale of our securities on Form F-3 under the Securities Act, such shareholders have the right to require us to register the sale of the registrable securities held by them on Form F-3, subject to offering size and other restrictions. 109 Table of Contents If we propose to register any of our securities under the Securities Act for our own account or the account of any other holder (excluding any registration related to employee benefit plan, a corporate reorganization, other Rule 145 transactions, in connection with a dividend reinvestment plan or for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity), such shareholders are entitled to notice of such registration and to request that we include registrable securities for resale on such registration statement, and we are required, subject to certain exceptions, to include such registrable securities in such registration statement.
If we propose to register any of our securities under the Securities Act for our own account or the account of any other holder (excluding any registration related to employee benefit plan, a corporate reorganization, other Rule 145 transactions, in connection with a dividend reinvestment plan or for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity), such shareholders are entitled to notice of such registration and to request that we include registrable securities for resale on such registration statement, and we are required, subject to certain exceptions, to include such registrable securities in such registration statement.
Relationships with our Directors and Executive Officers Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria our co-chairman and co-chief executive officers directly or indirectly hold 39.1% of our common shares (and 61.2% of the voting power of our outstanding common shares).
Relationships with our Directors and Executive Officers As of December 31, 2023, Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria our co-chairman and co-chief executive officers directly or indirectly hold 38.6% of our common shares (and 61.6% of the voting power of our outstanding common shares).
Includes common shares held of record by Itacare Corporation, Imbetiba Fund Inc., Mira Limited, Abrolhos One Limited, Signo Inv. Tech Co Ltd., Arbalete Fund Inc., Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria. Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria specifically disclaim beneficial ownership of shares that are not directly owned by them, respectively.
Tech Co Ltd., Mira Limited, Abrolhos One Limited, Arbalete Fund Inc., Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria. Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria specifically disclaim beneficial ownership of shares that are not directly owned by them.
Further includes 1,000,000 Class A common shares and 1,500,0000 Class A common shares held by Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria, respectively, subject to options exercisable within 60 days from the date of this annual report.
Further includes 1,625,000 Class A common shares and 2,125,0000 Class A common shares held by Mr. do Carmo Thomaz Júnior and Mr. Gomide de Faria, respectively, subject to options exercisable within 60 days from December 31, 2023.
(4) Based on a statement on Schedule 13D filed on August 8, 2021, by SoftBank Group Corp., the date of the last available Schedule 13D filed by such person with the SEC.
(4) Based on a statement on Amendment No. 1 to Schedule 13D filed on April 11, 2023, by SoftBank Group Corp., the date of the last available Schedule 13D filed by such person with the SEC.
For more information about the voting rights of our Class A common shares and Class B common shares, see “Item 10. Additional Information—B.
Holders of our Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share. For more information about the voting rights of our Class A common shares and Class B common shares, see “Item 10. Additional Information—B.
Consists of 987,277 Class A and 2,971,357 Class B common shares held by Data Center Holdings II LLC; 988,363 Class A and 2,974,953 Class B common shares held by IT Brazil Group II LLC; 988,601 Class A and 2,974,443 Class B common shares held by RCP II Brazil Holdings LLC and 775,634 Class A and 2,334,293 Class B common shares held by RCP II (Parallel B) Brazil Holdings LLC, entities incorporated under the laws of Delaware (together the “Riverwood-Managed Entities”), which are wholly owned by Data Center Holdings II AIV L.P., IT Brazil Group II AIV L.P., RCP II Brazil Holdings AIV L.P., and Riverwood Capital Partners II (Parallel-B) L.P., respectively (together, the “Riverwood-Managed Funds”), which management is controlled by Riverwood Capital II L.P., the general partner of each of the Riverwood-Managed Funds.
Consists of 1,323,868 Class A and 2,786,565 Class B common shares held by Data Center Holdings II LLC; 1,325,320 Class A and 2,789,960 Class B common shares held by IT Brazil Group II LLC; 1,325,641 Class A and 2,789,405 Class B common shares held by RCP II Brazil Holdings LLC and 1,040,067 Class A and 2,189,116 Class B common shares held by RCP II (Parallel B) Brazil Holdings LLC, entities incorporated under the laws of Delaware (together the “Riverwood-Managed Entities”), which are wholly owned by Data Center Holdings II AIV L.P., IT Brazil Group II AIV L.P., RCP II Brazil Holdings AIV L.P., and Riverwood Capital Partners II (Parallel-B) L.P., respectively (together, the “Riverwood-Managed Funds”), which management is controlled by Riverwood Capital II L.P., the general partner of each of the Riverwood-Managed Funds.
Memorandum and Articles of Association—Description of Share Capital.” (3) Based on a statement on Schedule 13G jointly filed on February 14, 2023, by Itacare Corporation and others, the date of the last available Schedule 13G filed by such persons with the SEC.
Memorandum and Articles of Association—Description of Share Capital.” (3) Based on a statement on Amendment No. 2 to Schedule 13G jointly filed on February 26, 2024, by Itacare Corporation and others, the date of the last available Schedule 13G filed by such persons with the SEC. Includes common shares held of record by Itacare Corporation, Imbetiba Parent Ltd., Signo Inv.
(17) Mr. Naranjo Alvarez, one of our executive officers, beneficially owns Class A common shares in us directly. The business address for Naranjo Alvarez is 125 Kingsway, WC2B 6NH London, United Kingdom.
Camatta Sodré, our Chief Financial Officer, beneficially owns 212,968 Class A common shares in us directly. The business address for Mr. Camatta Sodré is 125 Kingsway, WC2B 6NH London, United Kingdom.
Consists of (i) 19,875,188 shares of Class A common shares and (ii) 18,559,399 shares of Class B common shares held by LA Holdings (Cayman) Ltd. a wholly owned by SoftBank Latin America Fund L.P., which in turn, is managed by SBLA Advisers Corp, the registered investment adviser.
Consists of (i) 19,875,188 shares of Class A common shares and (ii) 18,559,399 shares of Class B common shares held by LA Holdings DE LLC.SBLA Latin America Fund LLC is the managing member of SBLA Investments II LLC, which is the managing member of SLA Investments IV LLC, which is the general partner of SBLA Holdings (Cayman) L.P., which is the managing member of LA Holdings DE LLC.
Matin owns 45,500 Class A common shares subject to options exercisable within 60 days from the date of this annual report. (14) Mr. Benoit Fouilland’s, one of our directors, business address is 7 rue de la Bergère, 1242 Satigny, Switzerland. Mr.
(9) Mr. Arshad Matin’s, one of our directors, business address is 1330 Post Oak Blvd., Suite 600, Houston, TX 77056. Mr. Matin owns 115,924 Class A common shares subject to options exercisable within 60 days from December 31, 2023. (10) Mr. Benoit Fouilland’s, one of our directors, business address is 7 Rue de la Bergère, 1242 Satigny, Switzerland. Mr.
Fouilland owns 121,332 Class A common shares subject to options exercisable within 60 days from the date of this annual report. (15) Mr.
Fouilland owns 131,090 Class A common shares subject to options exercisable within 60 days from December 31, 2023. (11) Mr.
The business address for Mr. Camatta Sodré is 125 Kingsway, WC2B 6NH London, United Kingdom. Further includes 81,250 Class A common shares subject to restricted stock units releasable within 60 days from the date of this annual report. (19) Ms. Weiden, our Chief Technology Officer, business address is 125 Kingsway, WC2B 6NH London, United Kingdom.
The business address for Naranjo Alvarez is 125 Kingsway, WC2B 6NH London, United Kingdom. Further includes 169,500 Class A common shares subject to options exercisable within 60 days from December 31, 2023 and 18,750 Class A common shares subject to restricted stock units releasable within 60 days from December 31, 2023. (13) Mr.
Memorandum and Articles of Association—Description of Share Capital.” Each Class B common share is convertible into one Class A common share. 107 Table of Contents Common shares Beneficially Owned Class A Class B Total Voting Power (2) Shares %(1) Shares %(1) % 5% Shareholders Geraldo do Carmo Thomaz Júnior (3) 1,524,100 1.8 % 35,420,307 32.8 % 30.6 % Mariano Gomide de Faria (3) 1,524,100 1.8 % 35,420,307 32.8 % 30.6 % LA Holdings (Cayman) Ltd.
Common shares Beneficially Owned Class A Class B Total Voting Power (2) Shares %(1) Shares %(1) % 5% Shareholders Geraldo do Carmo Thomaz Júnior (3) 2,184,622 2.7 % 35,187,611 33.0 % 30.8 % Mariano Gomide de Faria (3) 2,193,995 2.7 % 35,187,611 33.0 % 30.8 % LA Holdings DE LLC.
Further includes 127,000 Class A common shares subject to options exercisable within 60 days from the date of this annual report and 93,750 Class A common shares subject to restricted stock units releasable within 60 days from the date of this annual report. (18) Mr. Camatta Sodré, our Chief Financial Officer, beneficially owns Class A common shares in us directly.
Further includes 263,552 Class A common shares subject to options exercisable within 60 days from December 31, 2023 and 62,500 Class A common shares subject to restricted stock units releasable within 60 days from December 31, 2023. 105 Table of Contents (12) Mr. Naranjo Alvarez, one of our executive officers, beneficially owns 147,300 Class A common shares in us directly.
The business address for each of these entities is c/o Riverwood Capital Management L.P., 70 Willow Road, Suite 100, Menlo Park, California 94025. 108 Table of Contents (6) Based on a statement on Schedule 13G jointly filed on January 24, 2023, by Dynamo Internacional Gestão de Recursos Ltda. and others, the date of the last available Schedule 13G filed by such persons with the SEC.
(6) Based on a statement on Amendment No. 1 to Schedule 13G jointly filed on February 14, 2024, by Dynamo Internacional Gestão de Recursos Ltda. and others, the date of the last available Schedule 13G filed by such persons with the SEC.
Further includes 150,000 Class A common shares subject to options exercisable within 60 days from the date of this annual report and 45,838 Class A common shares subject to restricted stock units releasable within 60 days from the date of this annual report. (16) Mr.
Further includes 125,000 Class A common shares subject to options exercisable within 60 days from December 31, 2023 and 56,250 Class A common shares subject to restricted stock units releasable within 60 days from December 31, 2023. (14) Mrs. Mazzucchelli, one of our directors, address is 2391 Achilles Dr., Los Angeles, CA 90046-1623 and. Mrs.
Removed
For more information, see “Item 10. Additional Information—B.
Added
For more information, see “Item 10. Additional Information—B. Memorandum and Articles of Association—Description of Share Capital.” Each Class B common share is convertible into one Class A common share.
Removed
(2) Percentage of total voting power represents voting power with respect to all of our Class A common shares and Class B common shares, as a single class. Holders of our Class B common shares are entitled to 10 votes per share, whereas holders of our Class A common shares are entitled to one vote per share.
Added
As a result of these relationships, each of the foregoing entities may be deemed to share beneficial ownership of the securities reported herein.
Removed
(7) Based on a statement on Schedule 13G filed on February 14, 2023, by Capital Research Global Investors, the date of the last available Schedule 13G filed by such person with the SEC. Consists of 6,643,874 Class A common shares held by Capital Research Global Investors (“Capital Research Global”).
Added
No single natural person controls investment or voting decisions with respect to the common stock beneficially owned by the Riverwood-Managed Entities. The business address for each of these entities is c/o Riverwood Capital Management L.P., 70 Willow Road, Suite 100, Menlo Park, California 94025.
Removed
The business address of Capital Research Global is 333 South Hope Street, 55th FL, Los Angeles, CA, 90071. (8) Based on a statement on Schedule 13G/A jointly filed on February 13, 2023, by Fourth Sail Capital LP and others, the date of the last available Schedule 13G/A filed by such persons with the SEC.
Added
The business address of GIC Private Limited is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. (8) Mr. Alejandro Raul Scannapieco’s, one of our directors, business address is Calle Valle de Tobalina 11, Boadilla del Monte, Madrid, Spain, CP 28669. Mr. Scannapieco owns 131,090 Class A common shares subject to options exercisable within 60 days from December 31, 2023.
Removed
Consists of 4,548,068 Class A common shares held by Fourth Sail Capital LP and other entities or persons affiliated with Fourth Sail Capital LP (“Fourth Sail Capital”). The business address of each of these entities and the individuals is 27 Hospital Road, George Town, Grand Cayman, KY1-9008, Cayman Islands.
Added
Mazzucchelli owns 9,758 Class A common shares subject to options exercisable within 60 days from December 31, 2023.
Removed
The business address of GIC Private Limited is 168 Robinson Road, #37-01 Capital Tower, Singapore 068912. (10) Based on a statement on Schedule 13G/A jointly filed on February 14, 2023, by Lone Pine Capital LLC and others, the date of the last available Schedule 13G filed by such persons with the SEC.
Added
If we become eligible to register the sale of our securities on Form F-3 under the Securities Act, such shareholders have the right to require us to register the sale of the registrable securities held by them on Form F-3, subject to offering size and other restrictions.
Removed
Consists of Class A common shares held by Lone Pine Capital LLC and other entities or persons affiliated with Lone Pine Capital LLC.
Removed
The business address of each of these entities and the individuals is Two Greenwich Plaza, Greenwich, Connecticut 06830 (11) Based on a statement on Schedule 13G/A jointly filed on December 23, 2022, by Tiger Global Management LLC and others, the date of the last available Schedule 13G filed by such person with the SEC.
Removed
Consists of Class A common shares held by Tiger Global Private Investment Partners XII, L.P. and other entities or persons affiliated with Tiger Global Management, LLC (“Tiger Global”). Tiger Global is controlled by Chase Coleman and Scott Shleifer.
Removed
The business address of each of these entities and the individuals is 9 West 57th Street, 35th Floor, New York, New York 10019. (12) Mr. Alejandro Raul Scannapieco’s, one of our directors, business address is Paseo de la Castellana 95, Madrid, Spain, CP 28046. Mr.
Removed
Scannapieco owns 121,332 Class A common shares subject to options exercisable within 60 days from the date of this annual report. (13) Mr. Arshad Matin’s, one of our directors, business address is 1330 Post Oak Blvd., Suite 600, Houston, TX 77056. Mr.
Removed
Forte, one of our executive officers, beneficially owns Class A common shares in us directly and Class B common shares in us indirectly through his ownership of all participation interests in RAF7 Ltd., an entity incorporated under the laws of the Commonwealth of The Bahamas. The business address for Mr. Forte is 125 Kingsway, WC2B 6NH London, United Kingdom.