United States securities and exchange commission logo
July 2, 2020
M rio Ghio Junior
Chief Executive Officer
Vasta Platform Ltd.
Av. Paulista, 901, 5th Floor
Bela Vista, S o Paulo SP, 01310-100, Brazil
Re: Vasta Platform Ltd
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted June 11,
2020
CIK No. 0001792829
Dear Mr. Junior:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Confidential Form F-1 filed June 11, 2020
Our Corporate Structure, page 12
1. We note your response
to prior comment 11 and your revised chart on page 13. Please
explain to us what the
box entitled "free float" represents and provide additional
disclosure so that an
investor can appreciate how an investment in this Offering is
depicted. In this
regard, it is not clear why the "free float" represents ownership interests
in Vasta as well as EDE
and Saber.
M rio Ghio Junior
FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd.
Comapany
July 2, 2020NameVasta Platform Ltd.
July 2,2 2020 Page 2
Page
FirstName LastName
Summary Financial and Other Information, page 21
2. We note your response to comment 2 and your revisions under "ACV
Bookings." Please
further revise to disclose any risks associated with the amount you
have disclosed for your
2020 sales cycle and why you refer to them as "preliminary result(s)."
Elaborate to
acknowledge any assumptions or conditions that could cause any of
these contracted
amounts to change before revenue is recognized, such as cancellations
or possible
adjustments to contract terms.
Risk Factors
"We could be adversely affected if we are unable to renegotiate collective
labor agreements with
the unions...", page 46
3. In this Risk Factor, you discuss salaries and wages as a percentage of
total expenses in the
context of potential increases due to labor negotiations. While this
may be an appropriate
metric to highlight, you have included as part of this discussion the
combined Predecessor
and Successor periods spanning January 1, 2018 through December 31,
2018. Please
revise this Risk Factor to separately discuss the Predecessor period
January 1, 2018
through October 10, 2018 and the Successor period October 11, 2018
through December
31, 2018.
Capitalization, page 70
4. Please revise your narrative description to specifically state the
details of the Contribution,
not merely a cross-reference to disclosure elsewhere in the filing.
5. Please further revise your tabular presentation to include rows for
each class of share
capital showing the number of shares authorized and reflecting the
issuance of both the
Series A and B Common Shares.
Reconciliation of our Adjusted EBITDA to Net Profit (Loss) for the Period /
Year, page 76
6. Refer to our previous comment 26. As previously requested, please
revise your headers in
the "Successor" time periods to properly align 2019 and 2018 time
periods. Currently
2019 figures in Brazilian Real is headed under the "Successor" period
in 2018. Please note
this change is needed in both the EBITDA reconciliation table and the
Adjusted EBITDA
reconciliation table.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Unaudited Supplemental Condensed Pro Forma Financial Information For The Year
Ended
December 31, 2018, page 101
7. You state in the first paragraph that this section is intended to
provide pro forma results of
operations as if the Acquisition described elsewhere in the document
had occurred on
January 1, 2019. It appears this date should be January 1, 2018.
Please revise.
M rio Ghio Junior
Vasta Platform Ltd.
July 2, 2020
Page 3
You may contact Amy Geddes at 202-551-3304 or Donna Di Silvio at
202-551-3202 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other
questions.
FirstName LastNameM rio Ghio Junior Sincerely,
Comapany NameVasta Platform Ltd.
Division of
Corporation Finance
July 2, 2020 Page 3 Office of Trade &
Services
FirstName LastName