Form SCHEDULE 13D/A MERCADOLIBRE INC Filed by: Galperin Trust /SD
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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MERCADOLIBRE INC (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
(CUSIP Number) |
MercadoLibre, Inc. WTC Free Zone, Dr. Luis Bonavita 1294, Of. 1733, Tower Montevideo, X3, 11300 (598) 2-927-2770 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/17/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Galperin Trust /SD | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,400,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
*The Reporting Person reported on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 3,400,136 shares of Common Stock in the aggregate, representing approximately 6.70% of the outstanding shares of Common Stock. See Item 5.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Meliga No. 1 Corp. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
VIRGIN ISLANDS, BRITISH
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,400,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The Reporting Person reported on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 3,400,136 shares of Common Stock in the aggregate, representing approximately 6.70% of the outstanding shares of Common Stock. See Item 5.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Meliga No. 1 LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEW ZEALAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Corpag Trust South Dakota Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,400,136.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
*The Reporting Person reported on this Schedule 13D as a member of a "group" with the other Reporting Persons. The group beneficially owns 3,400,136 shares of Common Stock in the aggregate, representing approximately 6.70% of the outstanding shares of Common Stock. See Item 5.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Volorama Stichting | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NETHERLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
MERCADOLIBRE INC | |
| (c) | Address of Issuer's Principal Executive Offices:
WTC FREE ZONE, DR. LUIS BONAVITA 1294 OF. 1733 TOWER II, MONTEVIDEO,
URUGUAY
, 11300. | |
Item 1 Comment:
This Amendment No. 2 amends and updates the statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") on May 24, 2024, as amended by Amendment No. 1 filed with the Commission on November 1, 2024. By means of a resolution of the partnership, with an effective date of June 17, 2026, and within the scope of a trust restructuring in the context of estate planning transactions, Meliga No. 1 LP, a New Zealand limited partnership ("Meliga LP"), approved the distribution (the "Distribution") of (i) 3,400,136 shares of common stock, $0.001 par value per share (the "Common Stock"), of MercadoLibre, Inc., a Delaware corporation (the "Issuer") to Meliga No.1 Corp., a British Virgin Islands corporation ("Meliga Corp."), (ii) $1,000,000.00 to be paid in cash to Meliga Corp., and (iii) $57,664.41 to be paid in cash to Volorama Stichting, a Dutch foundation ("Volorama Stichting"). As reported herein, Meliga LP and Volorama Stichting no longer beneficially own in excess of 5.0% or more of any class of the Issuer's securities. | ||
| Item 2. | Identity and Background | |
| (a) | This Schedule 13D is being filed by Meliga No. 1 LP, Meliga No.1 Corp., Galperin Trust /SD, Corpag Trust South Dakota Inc., and Volorama Stichting (each, a "Reporting Person" and collectively, the "Reporting Persons"). | |
| (b) | The principal business address of Galperin Trust /SD and Corpag Trust South Dakota Inc. is 3500 S 1st Ave Circle Suite 255, Sioux Falls, SD 57105. The principal business address of Meliga No. 1 LP and Volorama Stichting is Zuidplein 116, Tower H, 14th floor, 1077 XV Amsterdam, The Netherlands. The principal business address of Meliga No. 1 Corp. is Palm Grove House, 3rd Floor, Road Town, Tortola, British Virgin Islands. | |
| (c) | (i) Galperin Trust /SD is an irrevocable trust formed under the laws of South Dakota and was established for the benefit of certain individuals and certain charitable organizations. Galperin Trust /SD owns 100% of the shares of Meliga No.1 Corp. Pursuant to the articles of association of Meliga No.1 Corp., the shares of Common Stock may not be voted or disposed of without the approval of Galperin Trust /SD.
(ii) Corpag Trust South Dakota Inc. is a corporation established under the laws of South Dakota and has acted as trustee of Galperin Trust /SD since December 1, 2023.
(iii) Meliga No. 1 LP is a New Zealand limited partnership and prior to the Distribution directly held 3,400,136 shares of Common Stock, representing approximately 6.70% of the outstanding Common Stock of the Issuer.
(iv) Meliga No.1 Corp. is a British Virgin Islands corporation and following the Distribution directly holds 3,400,136 shares of Common Stock.
(v) Volorama Stichting is a Dutch foundation based in Amsterdam, the Netherlands and serves as the general partner of Meliga No. 1 LP. Pursuant to the limited partnership agreement of Meliga No. 1 LP, prior to the Distribution, the shares of Common Stock could not be voted or disposed of without the approval of Meliga No.1 Corp and Volorama Stichting. | |
| (d) | During the last five years, neither Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, neither Reporting Person has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Galperin Trust /SD is an irrevocable trust formed under the laws of South Dakota, Corpag Trust South Dakota Inc. is a corporation formed under the laws of South Dakota, Meliga No. 1 LP is a New Zealand limited partnership, Meliga No.1 Corp. is a corporation formed under the laws of the British Virgin Islands and Volorama Stichting is a Dutch foundation. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
As a result of the Distribution, Meliga No. 1 Corp. acquired 3,400,136 shares of Common Stock. Galperin Trust /SD, as the sole shareholder of Meliga No. 1 Corp. and Corpag Trust South Dakota Inc., as the trustee of Galperin Trust /SD, each have shared beneficial ownership of 3,400,136 shares of Common Stock. No pecuniary or other consideration was exchanged in connection with the transfer. | ||
| Item 4. | Purpose of Transaction | |
The purpose of the Distribution was to transfer certain assets from Meliga No. 1 LP to its parent entities for no consideration, as part of an ongoing estate-planning restructuring process. As a result of this transaction, all shares of Common Stock previously held by Meliga No. 1 LP were fully distributed to Meliga No. 1 Corp.
Except as set forth herein, the Reporting Persons have no current intention, plan or proposal with respect to items 4(a) through (j) of Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As of June 17, 2026, Meliga No. 1 Corp., Galperin Trust /SD and Corpag Trust South Dakota Inc., on a combined basis, are the beneficial owners of an aggregate of 3,400,136 shares of Common Stock of the Issuer, representing approximately 6.70% of the outstanding shares of Common Stock of the Issuer. In addition, the disposition of Shares and the reinvestment of funds received from dividends or proceeds from disposition of Shares is subject to the direction of an Investment Advisor with the prior unanimous consent of two individual Protectors; and the distribution of dividends or proceeds from disposition of Shares to the beneficiaries of Galperin Trust /SD is subject to the direction of a Distribution Advisor with the prior unanimous consent of two individual Protectors. | |
| (b) | The aggregate beneficial ownership of Common Stock by each of Meliga No. 1 Corp., Galperin Trust /SD and Corpag Trust South Dakota Inc. is as follows:
Sole Voting Power - 0
Shared Voting Power - 3,400,136
Sole Dispositive Power - 0
Shared Dispositive Power - 3,400,136
Meliga No. 1 Corp., Galperin Trust /SD and Corpag Trust South Dakota Inc.'s aggregate percentage beneficial ownership of the total amount of shares of Common Stock outstanding is approximately 6.70%, based on 50,697,182 shares of Common Stock outstanding on June 17, 2026. | |
| (c) | Except as described in the Explanatory Note and Item 3 above, no other transactions have occurred in the past sixty days. | |
| (d) | Except as set forth herein, to the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock reported herein as beneficially owned (considering the statements made in Item 5(a) above with regards to the powers to direct vested in the investment advisor, the distribution advisor, and individual protectors as applicable). | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons named in Item 2 hereof and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any other securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, divisions of profits or loss, or the giving or withholding of proxies. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.1 - Joint Filing Agreement, dated as of May 13, 2026, by and between Meliga No. 1 Corp., Meliga No. 1 LP, Galperin Trust /SD, Corpag Trust South Dakota Inc., and Volorama Stichting. - Filed herewith | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS