VTEX VTEX

As filed with the Securities and Exchange Commission on May 7, 2024

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

VTEX

(Exact name of registrant as specified in its charter)

125 Kingsway, WC2B 6NH

London, United Kingdom

(Address of Principal Executive Offices, including zip code)

VTEX 2021 SHARE PLAN

(Full title of the plan)

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(Name and address of agent for service)

+1 (212) 947-7200

(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

PART I

EXPLANATORY NOTE

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

This Registration Statement on Form S-8 is being filed for the purpose of registering a number of Class A common shares, par value $0.0001 per share (“Class A Common Shares”) of VTEX (the “Company” or the “Registrant”) reserved for issuance under the VTEX 2021 Share Plan, as amended and restated on November 7, 2022 (the “2021 Share Plan”). The amount of Class A Common Shares being registered consists of 3,312,487 Class A Common Shares as a result of the operation, for the fiscal year ending December 31, 2024, of the “evergreen” provision of the 2021 Share Plan, which provides that the total number of Class A Common Shares subject to the 2021 Share Plan will be increased on the first day of each fiscal year by an amount equal to 1.8% of our outstanding share capital on December 31, 2023.

These Class A Common Shares are additional securities of the same class as other securities for which the original registration statement on Form S-8 (File No. 333-261177) was filed with the Securities and Exchange Commission (the “Commission”) on November 18, 2021.

Pursuant to General Instruction E to Form S-8, the contents of such earlier registration statements, as amended by the post-effective amendments, where applicable, are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of such earlier registration statements are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents, which previously have been filed with the Commission (by the Registrant are hereby incorporated by reference in this Registration Statement:

In addition to the foregoing, all documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (with respect to any Form 6-K, only to the extent designated therein) after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration Statement on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London, United Kingdom, on May 7, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Geraldo do Carmo Thomaz Júnior, Mariano Gomide de Faria and Ricardo Camatta Sodré as attorneys-in-fact, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and any and all additional registration statements and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on May 7, 2024.

AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of the Securities Act, the undersigned, the duly authorized representative in the U.S. of the Registrant has signed this registration statement on May 7, 2024.

Exhibit 5.1

Dear Sirs

VTEX (the “Company”)

We are engaged to act as counsel as to Cayman Islands law to the Company in connection with the Company’s registration statement on Form S-8 originally filed on 18 November 2021 (File No 333-261177) with the Securities and Exchange Commission (including all supplements and amendments thereto, the “Registration Statement”) in connection with the registration under the U.S. Securities Act of 1933, as amended (the “Act”) of the Company’s Class A Common Shares of par value US$0.0001 each in the capital of the Company (the “Shares”) for issuance pursuant to, as applicable: (i) the Company’s Share Option Plan, as amended (the “Plan”).

For the purposes of giving this opinion, we have examined the documents and instruments listed in Schedule 1 hereto.

In giving this opinion we have relied upon the assumptions set out in Schedule 2 hereto, which we have not independently verified.

We are attorneys-at-Law in the Cayman Islands and express no opinion as to any laws other than the laws of the Cayman Islands in force and as interpreted by the courts of the Cayman Islands at the date hereof.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we deem relevant, and subject to the qualifications set out in Schedule 3 hereto, we are of the opinion that under the laws of the Cayman Islands:

This opinion is limited to the matters referred to herein and shall not be construed as extending to any other matter or document not referred to herein. This opinion is addressed to you and may be relied upon by you, your counsel and purchasers of the Shares pursuant to the Registration Statement, and may not be relied upon by any other person without our prior written consent. This opinion shall be construed in accordance with the laws of the Cayman Islands. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Yours faithfully

/s/ Campbells LLP

Campbells LLP

Schedule 1

List of Documents Examined

Schedule 2

Assumptions

The opinions hereinbefore given are based upon the following assumptions, which we have not independently verified:

Schedule 3

Qualifications

The opinions hereinbefore given are subject to the following qualifications:

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of VTEX of our report dated February 27, 2024 relating to the financial statements, which appears in VTEX’s Annual Report on Form 20-F for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers Auditores Independentes Ltda. 

Rio de Janeiro, Brazil 

May 7, 2024

Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8

(Form Type)

VTEX

(Exact name of Registrant as specified in its charter)

Table 1: Newly Registered Securities

(1) Covers Class A Common Shares, par value US$0.0001 per share (“Class A Common Shares”), of VTEX (the “Registrant”) issuable pursuant to the VTEX 2021 Share Plan (as amended and restated, the “2021 Share Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional Class A common shares that may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions.

(2) Estimated solely for the purposes of calculating the registration fee under Rule 457(c) and Rule 457(h) under the Securities Act. The amount of the registration fee is based on a price of US$ 7.45 per Class A common share, which is the average of the high and low prices of the Class A common shares as reported on the New York Stock Exchange on May 1, 2024.