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Group structure | 12 Months Ended
--- | ---
Dec. 31, 2023
Disclosure of subsidiaries [abstract] |
Group structure | 5. Group structure
(i) Subsidiaries The following are the direct and indirect interests of Company in its subsidiaries for the purposes of these consolidated financial statements:
|  |  |  |  |  | % of Group’s interest (i)
Entity name |  | Country of incorporation |  | Principal activities |  | 2023 |  | 2022 |  | 2021
Directly controlled |  |  |  |  |  |  |  |  |  |
XP Investimentos S.A. |  | Brazil |  | Holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XPAC Sponsor LLC |  | Cayman |  | Special Purpose Acquisition (SPAC) Sponsor |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XProject LTD |  | Cayman |  | Holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Holding International LLC |  | USA |  | International financial holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Advisory US |  | USA |  | Investment advisor |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Holding UK Ltd |  | UK |  | International financial holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Controle 6 Participações S.A. (iv) |  | Brazil |  | Holding |  | 100.00 | % |  | — |  |  | — |
Indirectly controlled |  |  |  |  |  |  |  |  |  |
XP Investimentos Corretora de Câmbio, Títulos e Valores Mobiliários S.A. |  | Brazil |  | Broker-dealer |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Vida e Previdência S.A. (iii) |  | Brazil |  | Retirement plans and insurance |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Banco XP S.A. |  | Brazil |  | Multipurpose bank |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Controle 3 Participações S.A. |  | Brazil |  | Financial Holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XPE Infomoney Educação Assessoria Empresarial e Participações Ltda. |  | Brazil |  | Digital content services |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Tecfinance Informática e Projetos de Sistemas Ltda. |  | Brazil |  | Rendering of IT services |  | 99.70 | % |  | 99.73 | % |  | 99.73 | %
XP Corretora de Seguros Ltda. |  | Brazil |  | Insurance broker |  | 99.99 | % |  | 99.99 | % |  | 99.99 | %
XP Gestão de Recursos Ltda. |  | Brazil |  | Asset management |  | 95.50 | % |  | 95.60 | % |  | 94.90 | %
XP Finanças Assessoria Financeira Ltda. |  | Brazil |  | Investment consulting service |  | 99.99 | % |  | 99.99 | % |  | 99.99 | %
Infostocks Informações e Sistemas Ltda. |  | Brazil |  | Mediation of information systems |  | 100.00 | % |  | 99.99 | % |  | 99.99 | %
XP Advisory Gestão Recursos Ltda. |  | Brazil |  | Asset management |  | 99.53 | % |  | 99.55 | % |  | 99.54 | %
XP Vista Asset Management Ltda. |  | Brazil |  | Asset management |  | 99.99 | % |  | 99.99 | % |  | 99.50 | %
XP Controle 4 Participações S.A. |  | Brazil |  | Insurance holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Investments UK LLP |  | UK |  | Inter-dealer broker and Organized Trading Facility (OTF) |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Holding UK Ltd |  | UK |  | International financial holding |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Investments US, LLC |  | USA |  | Broker-dealer |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP PE Gestão de Recursos Ltda. |  | Brazil |  | Asset management |  | 98.10 | % |  | 98.70 | % |  | 98.70 | %
Antecipa S.A. |  | Brazil |  | Receivables financing market |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Allocation Asset Management Ltda. |  | Brazil |  | Asset management |  | 99.97 | % |  | 99.99 | % |  | 99.99 | %
XP Eventos Ltda. |  | Brazil |  | Media and events |  | 100.00 | % |  | 100.00 | % |  | 99.90 | %
DM10 Corretora de Seguros Ltda. |  | Brazil |  | Insurance broker |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Comercializadora de Energia Ltda. |  | Brazil |  | Energy trading |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XPAC Acquisition Corp. (vi) |  | Cayman |  | Special Purpose Acquisition (SPAC) |  | — |  |  | 20.00 | % |  | 20.00 | %
XP Distribuidora de Títulos e Valores Mobiliários |  | Brazil |  | Securities dealer |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Instituto de Gestão e Tecnologia da Informação Ltda. |  | Brazil |  | Educational content services |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Xtage Intermediação S.A. |  | Brazil |  | Digital assets |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Administradora de Benefícios Ltda. |  | Brazil |  | Individual health plan intermediation |  | 100.00 | % |  | 100.00 | % |  | — |
BTR Administração e Corretagem de Seguros S.A. (ii) |  | Brazil |  | Retirement plans and insurance |  | 100.00 | % |  | 100.00 | % |  | — |
XP Representação Seguros Ltda. (iv) |  | Brazil |  | Insurance broker |  | 100.00 | % |  | — |  |  | — |
Banco Modal S.A. (ii) |  | Brazil |  | Multipurpose bank |  | 100.00 | % |  | — |  |  | — |
Modal Assessoria Financeira Ltda. (ii) |  | Brazil |  | Investment consulting services |  | 100.00 | % |  | — |  |  | — |
|  |  |  |  |  | % of Group’s interest (i)
Entity name |  | Country of incorporation |  | Principal activities |  | 2023 |  | 2022 |  | 2021
Modal Distribuidora de Títulos e Valores Mobiliários Ltda. (ii) |  | Brazil |  | Securities dealer |  | 100.00 | % |  | — |  |  | — |
Modalmais Treinamento e Desenvolvimento Ltda. (ii) |  | Brazil |  | Professional training services |  | 100.00 | % |  | — |  |  | — |
Modal Corretora de Seguros Ltda. (ii) |  | Brazil |  | Insurance broker |  | 100.00 | % |  | — |  |  | — |
Eleven Serviços de Consultoria e Análise S.A. (ii) |  | Brazil |  | Investment consulting services |  | 100.00 | % |  | — |  |  | — |
Banking and Trading Desenvolvimento de Sistemas Ltda. (“Carteira Global”) (ii) |  | Brazil |  | Softwares development services |  | 100.00 | % |  | — |  |  | — |
Refinaria de Dados – Análise de Dados Ltda. (ii) |  | Brazil |  | Digital content services |  | 100.00 | % |  | — |  |  | — |
Hum Bilhão Educação Financeira Ltda. (ii) |  | Brazil |  | Digital content services |  | 100.00 | % |  | — |  |  | — |
Vaivoa Educação Financeira Ltda. (ii) |  | Brazil |  | Digital content services |  | 100.00 | % |  | — |  |  | — |
Modal As a Service S.A. (ii) |  | Brazil |  | Financial services |  | 100.00 | % |  | — |  |  | — |
Galapos Consultoria e Participações Ltda. (ii) |  | Brazil |  | Consulting services |  | 100.00 | % |  | — |  |  | — |
W2D Tecnologia e Soluções Ltda. (ii) |  | Brazil |  | Rendering of IT services |  | 100.00 | % |  | — |  |  | — |
XP Controle 5 Participações Ltda. |  | Brazil |  | Holding |  | 100.00 | % |  | 96.00 | % |  | 92.00 | %
XP Sports Asset Management Ltda. (ii) |  | Brazil |  | Asset management |  | 100.00 | % |  | — |  |  | — |
Carteira Online Controle de Investimentos Ltda. – ME (v) |  | Brazil |  | Investment consolidation platform |  | — |  |  | 100.00 | % |  | 99.99 | %
Track Índices Consultoria Ltda. |  | Brazil |  | Index provider |  | — |  |  | — |  |  | 100.00 | %
Habitat Capital Partners (v) |  | Brazil |  | Asset management |  | — |  |  | 99.99 | % |  | — |
Consolidated investments funds |  |  |  |  |  |  |  |  |  |
Aetos Energia Fundo de Investimento em Direitos Creditórios |  | Brazil |  | Investment fund |  | 100.00 | % |  | — |  |  | — |
Consignado Público XP Fundo de Investimento em Direitos Creditórios |  | Brazil |  | Investment fund |  | 100.00 | % |  | — |  |  | — |
Falx Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Gladius Fundo de Investimento Multimercado Investimento no Exterior |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Scorpio Debentures Incentivadas Fundo de Investimento Multimercado Crédito Privado |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
SMF Fundo de Investimento Multimercado Crédito Privado |  | Brazil |  | Investment fund |  | 100.00 | % |  | — |  |  | — |
Javelin Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Frade Fundo de Investimento em Cotas de Fundos de Investimento em Direitos Creditórios NP |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Frade III Fundo de Investimento em Cotas de Fundo de Investimento Multimercado Crédito Privado |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Coliseu Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
NIMROD Fundo de Investimento Multimercado Crédito Privado Investimento no Exterior |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP High Yield Fund SP |  | Cayman |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP International Fund SPC |  | Cayman |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Managers Fundo de Investimento em Participações Multiestratégia |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Alesia Fund SP CL Shares - Brazil Internacional Fund SPC. |  | Cayman |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
Newave Fundo de Investimento em Participações Multiestratégia (v) |  | Brazil |  | Investment fund |  | — |  |  | 100.00 | % |  | 100.00 | %
Endor Fundo de Investimento em Participações Multiestratégia Investimento no Exterior |  | Brazil |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | 100.00 | %
XP Phalanx CT Fund |  | Cayman |  | Investment fund |  | 100.00 | % |  | 100.00 | % |  | — |
MM Macadâmia FIM CP IE (ii) |  | Brazil |  | Investment fund |  | 100.00 | % |  | — |  |  | — |
MM Hedge Icon (ii) |  | Nassau |  | Investment fund |  | 99.37 | % |  | — |  |  | — |
Suécia I Fundo de Investimento Multimercado (ii) |  | Brazil |  | Investment fund |  | 100.00 | % |  | — |  |  | — |
Suécia II Fundo de Investimento Multimercado (ii) |  | Brazil |  | Investment fund |  | 100.00 | % |  | — |  |  | — |
(i)The percentage of participation represents the Group’s interest in total capital and voting capital of its subsidiaries. (ii)New subsidiaries acquired in 2023 and 2022. See further details in Note 5 (ii) Business combinations, below. (iii)Subsidiary incorporated in 2018 for operating in the retirement plans and life insurance business, which is regulated by the Superintendency of Private Insurance (SUSEP) in Brazil. (iv)New subsidiaries and investment funds incorporated in the year. (v)Subsidiaries and investment funds closed or consolidated by other funds/companies during the year. (vi)Subsidiaries which the Group holds or has held the operational control. The operational control refers to relevant rights the Company have over the subsidiary, that includes, among other topics, the right to nominate the directors and propose the target entity for merger. (ii) Business combinations and other developments (a) Acquisitions in 2023 (i) Banco Modal S.A. On January 6, 2022, XP Inc entered into a binding agreement to acquire up to 100% of Banco Modal's total shares, in a non-cash equity exchange transaction. The transaction was approved by Administrative Council for Economic Defense (CADE) in July 2022 and by Brazilian Central Bank (BACEN) in June 2023. The closing occurred on July 1, 2023, the date on which the Group obtained control of 704,200,000 issued shares of Banco Modal S.A. Under the terms of this transaction, on the closing date, Banco Modal's former shareholders received 18,717,771 of newly issued XP Inc's BDRs at the price of R$ 112.05 per unit of BDRs, paid in consideration for the acquisition of 100% of Banco Modal's shares. This quantity of BDRs reflects the initial consideration of 19.5 million BDRs adjusted for the interest on equity amount of R$82,052, distributed by Banco Modal between the signing date of the binding agreement and the closing date of the transaction. On the settlement date with Banco Modal's former shareholders, the transaction was recorded in accordance with Banco Modal's net assets fair value as of July 1, 2023, with an allocation of the purchase price between (i) the amount of fair value of the identifiable assets acquired and liabilities assumed and (ii) the goodwill arising at this date, corresponding to the difference between the total consideration transferred and the fair value of identifiable assets acquired and liabilities assumed. The total consideration transferred corresponds to the fair value of the 18,717,771 XP Inc BDR's at the closing date for an amount of R$ 2,097,326. The goodwill is R$ 1,232,547 and is attributable to the workforce and the high profitability of the acquired business. The table below shows, on the closing date of the transaction, the fair value attributed to each of the identified intangible assets not recorded in the acquiree's balance sheet, as well as the fair value measurement method and their useful lives:
Identified assets at the acquisition date |  | Amount |  | Method |  | Expected useful life
Retail client portfolio |  | 169,828 |  |  | Multi-Period Excess Earnings |  | 6 years, 11 months
Institutional client portfolio |  | 51,629 |  |  | Multi-Period Excess Earnings |  | 4 years, 6 months
Core deposits |  | 134,273 |  |  | With and Without |  | 9 years, 6 months
Trademarks |  | 29,909 |  |  | Relief-from-Royalty |  | 5 years
Softwares |  | 4,311 |  |  | Cost Approach |  | 5 years
Total |  | 389,950 |  |  |  |  |
For the period from July 1, 2023 to December 31, 2023, Banco Modal contributed R$ 93,611 to XP Inc's net income and R$ 343,258 to XP Inc's net revenues. If the acquisition date was on the beginning of the reporting period, XP Inc's combined unaudited net income and revenue for the year ended December 31, 2023, would be R$ 3,595,461 and R$ 14,896,966, respectively. The table below shows the fair value of the net assets acquired and the preliminary allocation of the purchase price consideration (including goodwill arising on the acquisition), as well as the impacts on the Group's cash flows:
Fair value of net assets acquired |  | July 1, 2023
Assets |  |
Cash and cash equivalents |  | 770,887 |
Financial assets |  | 4,295,122 |
Investments in associates and joint ventures |  | 765 |
Property and equipment |  | 39,532 |
Intangible assets |  | 67,663 |
Other assets |  | 751,682 |
Total assets |  | 5,925,651 |
Liabilities |  |
Financial liabilities |  | 4,667,146 |
Other liabilities |  | 783,675 |
Total liabilities |  | 5,450,821 |
Net assets at fair value |  | 474,829 |
Identified assets |  |
Client portfolios |  | 221,457 |
Core deposits |  | 134,273 |
Trademarks |  | 29,909 |
Software |  | 4,311 |
Total identified assets |  | 864,779 |
Goodwill determination |  |
Purchase consideration transferred |  | 2,097,326 |
(Less) fair value of identified assets |  | (864,779) |
Goodwill |  | 1,232,547 |
Analysis of cash flow on acquisition |  |
Net cash acquired with the subsidiary |  | 770,887 |
Issuance of shares – XP Inc (non-cash) |  | — |
Net of cash flow on acquisition (investing activities) |  | 770,887 |
(b) Acquisitions in 2022 (ii) Habitat On February 25, 2022, we entered into a binding agreement to acquire 100% of the total capital of Habitat Capital Partners Asset Management, a manager focused on real estate funds. The asset was created with a focus on real estate operations outside the major Brazilian centers and with a strategy of monitoring the entire process in-house, from securitization to control of collection processes. The closing occurred in May 2022 and the total consideration is R$65,353. The fair value of the identifiable assets acquired and liabilities assumed as of the acquisition date were:
|  | Habitat
Assets |  |
Cash |  | 275 |
Accounts receivable |  | 4,977 |
Securities |  | 240 |
Property and equipment |  | 251 |
Other assets |  | 1,063 |
|  | 6,806 |
Liabilities |  |
Tax and social security obligations |  | (1,424) |
Other liabilities |  | (66) |
Total identifiable net assets at fair value |  | 5,316 |
Goodwill arising on acquisition |  | 60,037 |
Purchase consideration transferred |  | 65,353 |
The total consideration of R$65,353, which have been fully settled, was composed of: i) R$52,416 paid in cash and ii) R$12,937 as a fair value of the contingent consideration. In addition, the Company incurred in direct costs for the business combinations which were expensed as incurred. During the year ended December 31, 2023, Habitat was merged into XP Vista Asset Management. The merger had no impact on the consolidated financial statements (ii) BTR Benefícios e Seguros On August 15, 2022, the Group exercised its call options over the equity of BTR Benefícios e Seguros (“BTR”) which allowed the Group to acquire up to 100% of the total share of the company. This acquisition will allow the Group to further strengthen its operations on the Health and Benefits front, with a focus on corporate customers. The management of health plans today is a priority topic on the corporate market agenda as it represents, in Brazil, one of the largest costs to most companies. The closing occurred on October 03, 2022, and the total consideration paid, in cash, was R$1,254. This acquisition is not considered material for XP Inc. consolidated financial statements. No goodwill was recognized in this transaction. (c) Other developments (i) SPAC Transactions On April 25, 2022, XPAC Acquisition Corp., a special purpose acquisition company sponsored by the Group (“XPAC”), entered into a business combination agreement with SuperBac, a Brazilian biotechnology company. On May 2, 2023, SuperBac informed XPAC that it had decided to terminate the Business Combination Agreement, due to adverse market conditions, among other factors. Following the termination of the proposed business combination with SuperBac, the board of directors of XPAC determined that it is in the best interests of XPAC and its shareholders to accelerate the liquidation date of XPAC. Following the announcement about the termination of the Business Combination Agreement and the intention of early liquidation, XPAC’s management was approached by professional investors interested in acquiring and taking control of XPAC. On July 10, 2023, XPAC Acquisition Corp. entered into a Purchase and Sponsor Handover Agreement. Pursuant to the agreement, XPAC Sponsor LLC transferred control of XPAC Acquisition Corp., by selling 4,400,283 Class B ordinary shares and 4,261,485 private placement warrants to acquire 4,261,485 Class A ordinary shares of XPAC held by the Sponsor, for a total purchase price of $250. As a condition to the consummation of the Sponsor Handover, new members of XPAC’s board of directors and a new management team for XPAC were appointed by the existing Board, and the existing Board members and the existing management team have resigned. Furthermore, the name of XPAC Acquisition Corp. was changed to Zalatoris II Acquisition Corp. The Purchase and Sponsor Handover Agreement was approved by the XPAC’s shareholders at an extraordinary general meeting of shareholders on July 27, 2023, the date on which the Group ceases to control XPAC. (ii) Minority stake acquisitions XP Inc. entered in agreements through its subsidiary XP Controle 5 Participações Ltda. to acquire a minority stake in Monte Bravo Holding JV S.A. (“Monte Bravo”), Blue3 S.A. (“Blue3”) and Ctrl+e Participações Ltda. (“Ável”). These companies were part of XP Inc’s IFAs network. The total fair value consideration recorded for those acquisitions during the period ended December 31, 2023, is R$ 834,743, including the goodwill in a total amount of R$ 537,671 (Note 15). During the year ended December 31, 2023, R$ 45,000 of the total consideration was paid in cash. See note 37(ii). (iii) Termination of XTAGE client operations On October 18, 2023, XP Inc announced the termination of XTAGE's operations, which took place on December 15, 2023. XTAGE's operations were not considered material to the Group. After termination, XP Inc's customers can continue to have exposure to digital assets through funds (including Exchange-traded Funds, ETFs) regulated by the Brazilian securities commission (CVM).

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