United States securities and exchange commission logo
July 28, 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
Registration Statement on Form F-1
Filed July 23, 2020
File No. 333-239686
Dear Mr. Junior:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our July
15, 2020 letter.
Amendment No. 1 to Form F-1 filed July 23, 2020
Preliminary Results for First Semester of 2020, page 16
1. We note you have
included a discussion of preliminary EBITDA within your discussion
of first semester 2020
preliminary results, and that this paragraph is presented prior to
your discussion of
preliminary net loss. Please revise your disclosure to present the non-
GAAP measure,
preliminary EBITDA, in the position of less prominence. Refer to the
guidance in Item 10(e)
of Regulation S-K.
M rio Ghio Junior
FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd.
Comapany
July NameVasta Platform Ltd.
28, 2020
July 28,
Page 2 2020 Page 2
FirstName LastName
2. We note your statement that . . . actual results will likely
differ, and may differ
materially, from those reflected in the preliminary results. . . If
you choose to disclose
preliminary results, you should be able to assert that the actual
results are not expected to
differ materially from those reflected in the preliminary results.
Accordingly, please
remove or revise this statement.
3. We note your disclosure that you do not undertake any obligation to
update or otherwise
revise the preliminary results even in the event that any or all of
the underlying
assumptions are shown to be in error. Please revise your disclaimer to
clarify that you will
update your disclosure if required by applicable law.
Use of Proceeds, page 85
4. In the second paragraph of this section, you disclose that each
US$1.00 increase
(decrease) in the assumed initial public offering price of US$16.50
per share would
increase (decrease) the net proceeds to you by approximately US$17.55.
Please revise to
clarify, if true, that this is in millions.
Dilution, page 89
5. Please provide us your calculation of net tangible book value of
R$(1,763) million and the
calculations disclosed in your table. It appears your table begins
with pro forma net
tangible book value giving effect to the restructuring and
contribution which after
reflecting the increase due to new investors in the offering should
result in pro forma as
adjusted net tangible book value. Further, we note your disclosure
that you calculate this
measure as total assets less total liabilities excluding goodwill and
other intangible assets.
Please tell us if you have included deferred tax assets, and if so,
how you determined they
were tangible assets. Please advise and revise as appropriate.
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.
Sincerely,
Division of
Corporation Finance
Office of Trade
& Services