Kessler Topaz Meltzer & Check, LLP: Investor Class Action Filed Against XP Inc. for Securities Fraud Violations

Notice is hereby given that a class action lawsuit has been filed on behalf of those who purchased or otherwise acquired XP Inc. (“XP”) (Nasdaq: XP) securities pursuant and/or traceable to the registration statement and related prospectus (collectively, the “Registration Statement”) issued in connection with XP’s December 2019 initial public offering (the “IPO”).

XP investors may receive additional information about the case by clicking the link "Submit Your Information" above.

According to the complaint, XP is a leading, technology-driven financial services platform and a trusted provider of low-fee financial products and services in Brazil. On November 15, 2019, XP filed with the SEC a Registration Statement on a Form F-1, which in combination with subsequent amendments of Forms F-1/A, would be used for the IPO.  On December 11, 2019, XP filed with the SEC its final prospectus for the IPO on a Form 424B1, which forms part of the Registration Statement.  In the Registration Statement, XP continuously touted its technological prowess, advancement, and position, stating, in part, “we have developed a powerful, integrated suite of proprietary technology assets, technology applications, and technology development resources that enable us to differentiate XP in the market, manage all of our solutions, conduct all of our activities and operate with low-cost advantages and efficiencies.”  The Registration Statement further stated, “our proprietary distribution network of approximately 5,900 [Independent Financial Agent (“IFA”)] partners, who solicit new clients and help us onboard them as XP clients. These IFAs are located in approximately 620 offices in 132 cities across the country and form the largest independent financial advisor network in Brazil, which is a competitive advantage for XP.”

However, on March 6, 2020, The Winkler Group released a report detailing, among other things, how XP had misled investors and failed to disclose pertinent information in its Registration Statement, including: (i) undisclosed related party transactions; (ii) R$100M in system failure expenses; (iii) great uncertainty with regards to its IFAs; (iv) the full circumstances regarding its firing and replacing its accounting firm KPMG for PwC; and (v) other undisclosed material weaknesses. Concerning the IFAs, the report disclosed that IFAs receiving incentive payments may soon be allowed to work for XP’s competitors.  If amendments that were under consideration by Brazil’s SEC are adopted, IFAs may no longer be required to be exclusive to a single financial services platform.  Finally, the report represented that on March 26, 2019, XP fired its auditor, KPMG Auditores Independentes, after an audit revealed XP had material weaknesses.

Following this news, XP shares fell $9.12 per share over the rest of the trading day and the next full trading day, or 25.5%, to close at $26.64 per share on March 9, 2020.

The complaint alleges that the defendants made false and/or misleading statements and/or omitted material adverse facts in the Registration Statement including that: (1) XP engaged in undisclosed related party transactions; (2) XP failed to disclose its common and large system failures and connected losses; (3) XP’s aggressive IFA strategy was and is tenuous; (4) XP had material weaknesses; and (5) XP fired its previous accounting firm due to that firm finding and disclosing material weaknesses.

If you are a member of the class described above, you may no later than May 20, 2020 move the Court to serve as lead plaintiff of the class, if you so choose.

A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. Returning the attached form or communicating with any counsel is not necessary to participate or share in any recovery achieved in this case.  Any member of the purported class may move the court to serve as a lead plaintiff through counsel of his/her choice, or may choose to do nothing and remain an inactive class member.

Kessler Topaz Meltzer & Check, LLP has not filed a complaint in this matter.  If you wish to discuss this action or have any questions concerning this notice or your rights or interests with respect to these matters, please contact Kessler Topaz Meltzer & Check, LLP toll free at 1-844-887-9500 or 1-610-667-7706, or via e-mail at If you would like additional information about the suit, please click on the link "Submit Your Information" above and fill out the form as promptly as possible.

Kessler Topaz Meltzer & Check, LLP
James Maro, Esq. or Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087 
1-844-887-9500 (toll free) or 1-610-667-7706 
Or by e-mail at 

Please complete this form relating to your transactions for XP Inc. (Nasdaq: XP) securities pursuant and/or traceable to the registration statement and related prospectus (collectively, the “Registration Statement”) issued in connection with XP’s December 2019 initial public offering (the “IPO”). 

You may also contact James Maro, Jr., Esq. or Adrienne Bell, Esq. at 610.667.7706 or toll free at 844.887.9500, or you may submit your information via email at, or you may click here to print a PDF of this form.

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# of Shares
Price per Share
Principal Amount
Amount Paid
Series or CUSIP
# of Contracts
Price per Contract
Exercise Price
Expiration Date
Did you purchase shares of XP Inc. prior to the Class Period?
Are you a current or former employee of XP Inc.?
The submission of this form does not create an attorney-client relationship, nor an obligation on the part of Kessler Topaz or you to file a lead plaintiff motion in this matter. Any information you submit will be maintained as confidential. If Kessler Topaz, in its sole discretion, believes that you might be an appropriate lead plaintiff candidate, Kessler Topaz will contact you to discuss the matter and whether to establish an attorney client relationship. By signing this form you are authorizing us to contact you regarding this case and/or future cases.
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