DLocal Ltd-A美股招股说明书(2025-09-04版)

DLocal Limited(incorporated in the Cayman Islands) This is a public offering of 15,000,000 ClassA common shares of par value US$0.002 each of DLocal Limited, or dLocal, byGeneral Atlantic DO B.V., or the selling shareholder. We will not receive any proceeds from the sale of ClassA common shares by theselling shareholder. Our ClassA common shares are listed on the Nasdaq Global Select Market under the symbol “DLO.” On September 3, 2025, thelast reported sale price of our ClassA common shares on the Nasdaq Global Select Market was US$13.93. We have two classes of common shares: our ClassA common shares and our ClassB common shares. The rights of the holders ofClassA common shares and ClassB common shares are identical, except with respect to voting, conversion and transfer restrictionsapplicable to the ClassB common shares. Each ClassA common share is entitled to one vote. Each ClassB common share is entitledto five votes and is convertible into one ClassA common share automatically upon transfer, subject to certain exceptions. Holders ofClassA common shares and ClassB common shares vote together as a single class on all matters unless otherwise required by law.Following this offering, our issued and outstanding ClassB common shares will continue to represent approximately 79.67% of thecombined voting power of our outstanding common shares, regardless of the exercise of the underwriters’ option to purchaseadditional shares. See “Principal Shareholders and Selling Shareholder.” The underwriters also have the option, exercisable in whole or in part, to purchase up to an additional 2,250,000 ClassA commonshares from the selling shareholder for 30 days after the date of this prospectus supplement. See “Underwriting—Option to PurchaseAdditional ClassA Common Shares.” An investment in our ClassA common shares involves risks. You should carefully consider the risks described under “Item3. Key Information—D. Risk Factors” in our Annual Report on Form 20-F for the year ended December 31, 2024, filed withthe SEC on April 24, 2025, and any amendments thereto, incorporated by reference herein, and “Risk Factors” beginning onpage S-18 of this prospectus supplement. (2)See “Underwriting” for a description of all compensation payable to the underwriter. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission has approved ordisapproved these securities or determined if this prospectus supplement or the prospectus to which it relates is truthful orcomplete. Any representation to the contrary is a criminal offense. The underwriters expect to deliver the ClassA common shares through the facilities of The Depository Trust Company againstpayment in New York, New York on or about September 5, 2025. Global Coordinators Morgan Stanley BTG Pactual Prospectus Supplement About This Prospectus SupplementIncorporation of Documents by ReferenceNon-IFRS Financial MeasuresSummaryRisk FactorsCautionary Statement Regarding Forward-Looking StatementsUse of ProceedsCapitalizationDescription of ClassA Common SharesPrincipal Shareholders and Selling ShareholderTaxationClassA Common Shares Eligible for Future SaleUnderwritingExpenses of the OfferingValidity of SecuritiesExpertsWhere You Can Find More Information Prospectus About This ProspectusWhere You Can Find More InformationIncorporation of Documents by ReferenceForward-Looking StatementsRisk FactorsDLocal LimitedUse of ProceedsDescription of Share CapitalService of Process and Enforcement of Civil LiabilitiesTaxationSelling ShareholdersPlan of DistributionLegal MattersExperts ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement has been prepared by us solely for use in connection with the proposed offering of ClassA commonshares in the United States. J.P. Morgan Securities LLC, Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Banco BTG PactualS.A. - Cayman Branch and Citigroup Global Markets Inc. will act as underwriters in this offering. Neither we nor the selling shareholder nor the underwriters, nor any of their respective agents, have authorized anyone to provideany information other than that contained in this prospectus supplement, the accompanying prospectus or in any free writingprospectus prepared by or on behalf of us or to which we may have referred you. We, the underwriters and their respective agents takeno responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither wenor the selling shareholder nor the underwriters have authorized any other person to provide you with different or additionalinformation. Neither we nor the selling shareholder nor the underwriters, nor their respective agents, are making an offer to sell theClassA common shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearingin or incorporated by reference in this prospectus supplement, the accompanying prospectus or a