August 23, 2021
VIA EDGAR
Office of Finance
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attn: J. Nolan McWilliams
Re: | XP Inc. Registration Statement on Form F-4 |
Dear Mr. McWilliams:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, XP Inc. (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form F-4 (File No. 333-257304) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:30 p.m., Eastern Standard Time, on August 24, 2021, or as soon as practicable thereafter. The Company hereby authorizes Manuel Garciadiaz of Davis Polk & Wardwell LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.
The Company requests that we be notified of such effectiveness by a telephone call to Mr. Garciadiaz at +1 212 450-6095 and that such effectiveness also be confirmed in writing.
Very truly yours, | |||
XP Inc. | |||
By: | /s/ Bruno Constantino Alexandre dos Santos | ||
Name: | Bruno Constantino Alexandre dos Santos | ||
Title: | Chief Financial Officer |