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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Vasta Platform Limited (Name of Issuer) |
Class A Common Shares, par value $0.00005 per share (Title of Class of Securities) |
G9440A109 (CUSIP Number) |
Acacio Roboredo Rua Clodomiro Amazonas 506 Ap 105, Sao Paulo, D5, 04537001 55 11 96038 5383 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/03/2025 (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. | G9440A109 |
| 1 |
Name of reporting person
Lagos Capital Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 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
CAYMAN ISLANDS
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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
8,040,098.00 | ||||||||
| 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)
51.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Lagos Capital Corp is a Cayman Islands exempted company limited by shares.
The percentage of class reported (51.1%) represents the quotient obtained by dividing (a) the number of Class A Common Shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) 15,735,635 Class A Common Shares of the Issuer outstanding as of September 30, 2024. This quotient does not take into account the Issuer's outstanding 64,436,093 Class B Common Shares, which are entitled to a ten to one voting power compared to the Issuer's Class A Common Shares.
SCHEDULE 13D
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| CUSIP No. | G9440A109 |
| 1 |
Name of reporting person
Luiz Alves Paes de Barros | ||||||||
| 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)
AF | ||||||||
| 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
BRAZIL
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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
8,040,098.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
51.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage of class reported (51.1%) represents the quotient obtained by dividing (a) the number of Class A Common Shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) 15,735,635 Class A Common Shares of the Issuer outstanding as of September 30, 2024. This quotient does not take into account the Issuer's outstanding 64,436,093 Class B Common Shares, which are entitled to a ten to one voting power compared to the Issuer's Class A Common Shares.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Shares, par value $0.00005 per share |
| (b) | Name of Issuer:
Vasta Platform Limited |
| (c) | Address of Issuer's Principal Executive Offices:
AVENIDA PAULISTA, 901, 6TH FLOOR, JARDIM PAULISTA, Sao Paulo,
BRAZIL
, 01310-0100. |
| Item 2. | Identity and Background |
| (a) | Lagos Capital Corp, which is the holder of 8,040,098 Class A Common Shares of the Issuer, is a privately-held Cayman Islands exempted company limited by shares, engaged in the business of investing, holding and managing securities. Prior to its incorporation on December 31, 2024, Lagos Capital Corp used to conduct its operations under the corporate name Lagos Capital Fund Ltd.
Mr. Luiz Alves Paes de Barros is the sole shareholder of Lagos Capital Corp. |
| (b) | Lagos Capital Corp has its business address at 4th Floor, Harbour Place, 103 South Church Street, PO Box 10240, Grand Cayman KY1-1002, Cayman Islands.
Mr. Luiz Alves Paes de Barros has its business address at Rua Joaquim Floriano 413, 18th Floor, Itaim Bibi, Sao Paulo - 04534002, Brazil. |
| (c) | Mr. Barros is the sole shareholder of Lagos Capital Corp. In addition, Mr. Luiz Alves Paes de Barros serves as the chairman of Alaska Asset Management and sits on the board of directors of several other Brazilian companies, including the Issuer's parent company, Cogna Educacao S.A. ("Cogna"). |
| (d) | None of the Reporting Persons has, during the past five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | None of the Reporting Persons has, during the last five years, 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) | Lagos Capital Corp is an exempted company limited by shares incorporated under the laws of the Cayman Islands. Mr. Luiz Alves Paes de Barros is a natural person holding Brazilian citizenship. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Cash on-hand held by Lagos Capital Corp. No borrowed funds were used to purchase the Issuer's shares. | |
| Item 4. | Purpose of Transaction |
The acquisition of the Issuer's shares was conducted in the ordinary course of business of Lagos Capital Corp, involving the pursuit of investment opportunities. The Reporting Persons expect to continue to monitor the market, the Issuer's share price and business prospects, and to potentially purchase shares of the Issuer in the future.
In addition, Mr. Luiz Alves Paes de Barros controls Alaska Asset Management, which owns approximately 18% of Cogna's share capital and has the right to appoint two directors to Cogna's board of directors (which currently consists of six directors). Mr. Luiz Alves Paes de Barros serves as one of Alaska Asset Management's appointees to Cogna's board of directors. Cogna is the sole holder of the Issuer's outstanding Class B Common Shares, which represent approximately 98% of the voting power of Issuer's issued share capital and approximately 80% of Issuer's total equity ownership.
Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in Item 4 of this Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of September 30, 2024, the Issuer had 15,735,635 outstanding Class A Common Shares, based on information provided in its report on Form 6-K filed with the U.S. Securities and Exchange Commission on November 7, 2024. Based on the foregoing, as of the date hereof:
(a) Lagos Capital Corp was the direct beneficial owner of 8,040,098 of the Issuer's Class A Common Shares - Percentage: 51.1%; and
(b) Mr. Luiz Alves Paes de Barros, as the sole shareholder of Lagos Capital Corp, was the indirect beneficial owner of 8,040,098 of the Issuer's outstanding Class A Common Shares, - Percentage: 51.1%. |
| (b) | For each of Lagos Capital Corp and Mr. Luiz Alves Paes de Barros:
(a) Sole Voting Power: 8,040,098
(b) Shared Voting Power: --
(c) Sole Dispositive Power: 8,040,098
(d) Shared Dispositive Power: -- |
| (c) | Lagos Capital Corp bought Vasta Shares in the ordinary course of its business, in the quantities and prices described as follows: (a) on January 3 2025, 100 Class A Shares at $2.352 per share; (b) on January 2, 2025, 12,351 Class a Shares at $2.272 per share; (c) on December 31, 2024, 200,000 Class A Shares at $2.176 per share, 100,000 at $2.108 per share and 100,000 Class A Shares at 2.091 per share; (d) on December 30, 2024, 200,000 Class A Shares at $2.2 per share; (e) on December 23, 2024, 67,250 Class A Shares at $2.221 per share; (f) on December 20, 2024, 10,533 Class A Shares at $2.27 per share; (g) on December 19, 2024, 74,681 Class A Shares at $2.026 per share, 925,319 Class A Shares at $2.024 per share, 1,000,000 Class A Shares at $2.012 per share, 1,000,000 Class A Shares at $2.039 per share, and 402,206 Class A Shares at $2.063 per share; (h) on December 18, 2024, 137,582 Class A Shares at $1.894 per share. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any of the Class A Common Shares of the Issuer beneficially owned by the Reporting Persons. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Not applicable. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| 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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