Bogotá — Merqueo, a Colombia-based grocery delivery startup began the procedures to launch a stock offering that will allow it to list on the Nasdaq market in New York, according to a document from the Security and Exchange Commission (SEC).
If the IPO is successful, it will be the first Latin American delivery company to enter the US capital market, although there has always been speculation about Rappi’s possible move to that market.
So far the company has not stated how much it will seek to raise in its IPO, nor the price at which it will subscribe to the securities in the US market.
In the SEC filing, Merqueo explained that it is an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements. “Investing in our securities involves a high degree of risk,” it says.
In addition, it clarifies that investors will not be entitled to the protections normally afforded to investors in Rule 419 blank check offerings.
It explained to the SEC that following the completion of the corporate reorganization, its authorized share capital is: $2,129,899 divided into 12,000,000,000 shares.
The company will, before the conversion of the issued and outstanding preferred shares into Class A common shares, effect a reverse stock split by a factor of 320.2x which will effectively reduce the number of outstanding shares (“Reverse Stock Split”), whereby the new share capital of the company will be $2,129,899 divided into 37,477,477 shares, it said.
On 15 September 2022, Merqueo and its shareholders, who are holders of ordinary and preferred shares, entered into an amended and restated shareholders’ agreement.
About the corporate reorganization, on 19 December 2022, Merqueo entered into a shareholders’ agreement with its shareholders and upon entering into this shareholders’ agreement, the previous shareholders’ agreement entered into on 15 September 2022 was terminated.
The new shareholders’ agreement of Merqueo Holdings provides for certain shareholders’ rights, including the appointment of members of the board of directors, pre-emptive subscription rights, tag-along and drag-along. The shareholders’ agreement also provides for certain special voting majorities. These shareholder rights will be extinguished upon the successful completion of the initial public offering.
Information reported to the SEC details that Merqueo’s largest shareholders are currently entities affiliated with Portland Private Equity, which controls 33.21% of the company.
They are followed by entities affiliated with Fuel Venture Capital with 19.23%, and these are followed by entities affiliated with MGM which has a 6.91% stake, while entities affiliated with BLAO hold 5.31%.
Currently, the CEO of Merqueo is Felipe Ossa, former managing director at Domicilios.com, that was acquired by Brazil’s iFood. Merqueo’s vice president of strategy is Laura Oyuela, Jonathan Sanchez works as vice president of technology, Juan Pablo Trujillo is the vice president of data, Jairo Medina is vice president of finance, while Saulo Brazil is vice president of operations and Andres Escobar is the country manager in Colombia.
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