6-K

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934

For the month of March, 2023

Commission File Number: 001-40818

GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. – INSTITUIÇÃO DE PAGAMENTO

(Exact name of registrant as specified in its charter)

GETNET MERCHANT ACQUISITION AND PAYMENT SERVICES, INC. – PAYMENT INSTITUTION

(Translation of Registrant’s name into English)

Federative Republic of Brazil

(Jurisdiction of incorporation)

Avenida Presidente Juscelino Kubitschek, 2041, suite 121, Block A
Condomínio WTORRE JK, Vila Nova Conceiçao
São Paulo, São Paulo, 04543-011
Federative Republic of Brazil
(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:      

 Form 20-F ☒       Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):              

Yes ☐       No ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):       

Yes ☐       No ☒

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:       

Yes ☐       No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A

TABLE OF CONTENTS

EXHIBIT
99.1	Getnet Announces Completion of Squeeze-Out and Delisting of American Depositary Shares from NASDAQ.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 7, 2023

GETNET ADQUIRÊNCIA E SERVIÇOS PARA MEIOS DE PAGAMENTO S.A. – INSTITUIÇÃO DE PAGAMENTO
By:	/s/ André Parize Moraes
	Name: André Parize Moraes
	Title: Chief Financial Officer and Investors Relations Officer

EX-99.1

Exhibit 99.1

Getnet Announces Completion of Squeeze-Out and
Delisting of American Depositary Shares from NASDAQ

São Paulo, March 7, 2023 – Getnet Adquirência e Serviços para Meios de Pagamento S.A. – Instituição de Pagamento (“Getnet”) announced today that, following the successful conclusion of the public delisting tender offer in Brazil (the “Brazilian Offer”) and the tender offer in the United States of America (the “U.S. Offer” and, together with the Brazilian Offer, the “Offers”), both launched by PagoNxt Merchant Solutions, S.L. (“PagoNxt”) on October 31, 2022, for up to any and all of the outstanding common shares, no par value (the “Common Shares”), preferred shares, no par value (the “Preferred Shares” and, together with the Common Shares, the “Shares”), units, each composed of one Common Share and one Preferred Share (the “Units”), and American depositary shares, each representing two Units (the “ADSs” and, together with the Shares and the Units, the “Securities”), of Getnet, Getnet has successfully completed the redemption of any Securities held by holders of Securities other than PagoNxt, Getnet or any of their directors, officers or affiliates that remained outstanding after the Offers (the “Squeeze-Out”), as approved by Getnet’s shareholders at an extraordinary general shareholders’ meeting (the “EGM”) held on February 9, 2023. The price in the Squeeze-Out was the price per Security payable during the initial offering period in respect of the Securities, as adjusted by the SELIC rate from the initial date of settlement of the Offers (i.e., December 5, 2022) until payment of the Squeeze-Out price to holders of Shares and Units (including to the custodian of the Units underlying the ADSs with respect to the ADSs), which was effected on February 24, 2023. The Squeeze-Out price with respect to the ADSs was paid out to holders of ADSs by The Bank of New York Mellon, as depositary for the ADSs, following the mandatory surrender and exchange for cash of their ADSs effective March 7, 2023. Holders of ADSs received payment in U.S. dollars.

On March 6, 2023, The Nasdaq Stock Market LLC (the “NASDAQ”) filed Form 25 with respect to the ADSs with the U.S. Securities and Exchange Commission (the “SEC”), pursuant to Rule 12d2-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, trading of the ADSs on the NASDAQ is now suspended.

Getnet intends to make the necessary filings with the SEC to deregister and terminate its reporting obligations under the Exchange Act as soon as it meets the criteria for terminating its reporting obligations under the Exchange Act. Getnet has not arranged for the listing of its ADSs (or any other Securities) on any other exchange, and has not made any arrangements for the quotation of ADSs on another national securities exchange. Getnet reserves the right, for any reason, to delay these filings or to withdraw them prior to their effectiveness, and to otherwise change its plans in this regard.

André Parize

Investor Relations Officer

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995. Forward looking statements may be identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will” or words of similar meaning and include, but are not limited to, statements about the expected future business and financial performance of PagoNxt, Getnet and their respective affiliates resulting from and following the implementation of the transaction described herein. These statements are based on management’s current expectations and are inherently subject to risks, uncertainties and changes in circumstance, including the satisfaction of closing conditions for the transaction contemplated hereby, including regulatory approval, and the possibility that the transaction will not be completed. None of PagoNxt or Getnet undertakes any obligations to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.

This press release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell Getnet Shares, Units and ADSs.