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Deal analysis · Retail tech

Amazon enters Rappi: USD 25 million convertible note with an option for up to 12%

Amazon took a minority position in Rappi through a USD 25 million convertible note and an option to acquire up to 12% of the company, weeks after the platform closed a USD 100 million senior secured facility.

On 8 September 2025 Bloomberg reported that Amazon had agreed a minority investment in Rappi through a USD 25 million convertible note, with an option to acquire up to 12% of the company. It is the US group’s first equity position in the Bogotá-based delivery platform, which operates in Mexico, and it arrives as Rappi reports four quarters of positive EBITDA and evaluates a listing towards the end of 2026.

The transaction

The instrument is a USD 25 million convertible note, according to a person familiar with the agreement cited by Bloomberg Law, accompanied by an option for Amazon to acquire up to 12% of Rappi’s equity. Valuation, rate, tenor, discount and conversion terms were not disclosed. The figure comes from press coverage rather than from a statement by the parties in the sources reviewed.

The stated rationale is operational: pairing Amazon’s e-commerce and technology with Rappi’s last-mile network, which includes the Turbo ten-minute delivery service and a payments operation. The transaction follows the USD 100 million senior secured credit facility that Rappi announced with Kirkoswald and Santander in August 2025, on its tenth anniversary in Mexico, with the expansion of Turbo and social security enrolment for couriers as stated uses. In May 2025 the chief executive told Bloomberg Línea he would assess the landscape for a public offering in 2026.

Value drivers

An option, not a purchase. Amazon disburses USD 25 million and obtains the right, not the obligation, to reach 12%. In our reading, the strategic buyer pays to observe the operation from the inside and decide later, with valuation deferred to the event that sets a price, whether a round or the public offering.

Positive EBITDA as a precondition. Four quarters of positive EBITDA, according to Bloomberg Línea, change the conversation with a strategic: conversion no longer depends on whether the company survives, but on what the network is worth.

A last mile that is hard to replicate. What Amazon buys in Rappi is delivery in minutes, the relationship with restaurants and merchants and a courier fleet across several countries. In our reading, building that layer from scratch would cost more time than the price of the option.

A sequence of instruments. Senior secured debt in August and convertible equity in September: the company separated operating funding from strategic capital. The lenders sit above the note and the strategic enters without setting the valuation of the last private round.

What the market is signalling

For commerce and delivery platforms in Mexico, the signal is that global strategic buyers are willing to enter through hybrid instruments rather than priced rounds. A note with an option avoids the valuation discussion in a market still digesting the 2021 rounds and gives the strategic visibility of the operation. For founders, a shareholder with a right to 12% is also a potential buyer of the whole business, and it pays to understand from the term sheet which information, pre-emption and blocking rights come with the option.

For lenders, Rappi’s structure is a reference: the senior secured facility with Kirkoswald and Santander precedes the convertible capital, and credit to the ecosystem’s merchants is starting to be monetised separately. In May 2026 RappiPay launched in Colombia a credit line for its partner merchants, with instalments deducted from sales on the platform, on a base of more than 35,000 merchants. In our reading, the combination of last mile, payments and merchant credit is what a strategic values when buying an option on the company.

G2’s reading for a mandate

A minority investment by a strategic is prepared as a partial sale, not as a round: the mandate must define the conversion price, the ownership cap, exclusivity and confidentiality clauses, and the effect on a later competitive process or public offering. In our reading, the value of the option to the buyer is information; the adviser’s job is to charge for it in terms, not only in the size of the note.

Sources

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