SEC Comment Letter 0000000000-24-000355 to Cosan S.A. (CSAN) (CIK 0001430162) (CSAN)
Cosan S.A. (CSAN) (CIK 0001430162)
Date: Jan. 10, 2024 · CIK: 0001430162 · Accession: 0000000000-24-000355
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Letter
United States securities and exchange commission logo January 10, 2024 Ricardo Lewin Chief Financial Officer Cosan S.A. Av. Brigadeiro Faria Lima, 4,100 – 16th floor São Paulo – SP, 04538-132, Brazil Re:Cosan S.A. Form 20-F for the Fiscal Year Ended December 31, 2022 Form 6-K Furnished on August 15, 2023 Response dated December 22, 2023 File No. 1-40155 Dear Ricardo Lewin: We have reviewed your December 22, 2023 response to our comment letter and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our December 4, 2023 letter. Form 20-F for the Fiscal Year Ended December 31, 2022 Note 18. Net Sales, page F-122 1.We note your response to prior comment 1. Please tell us how your presentation of gross revenue from products and services on page F-125 complies with IFRS 15 and why the indirect taxes and deductions have not been allocated to the individual sources of revenue presented. Form 6-K Furnished on August 15, 2023, page G-17 2.We note your response to prior comment 6. Reference is made to footnote (a). We note you make these adjustments to calculate Raízen Adjusted EBITDA and Raízen Adjusted Net Income so that investors receive consistent and comparable information from the Company and Raízen. Please tell us the related authoritative literature you are relying on
FirstName LastNameRicardo Lewin Comapany NameCosan S.A. January 10, 2024 Page 2 FirstName LastName Ricardo Lewin Cosan S.A. January 10, 2024 Page 2 to present such adjustments to your Raízen non-GAAP financial measures. In addition, please explain why consolidating Raízen and adjustments (2) and (4)(i) in your reconciliation of Raízen Adjusted Net Income and similar adjustments to Raízen Adjusted EBITDA do not result in individually tailored measures. In doing so, please elaborate on the nature and quantify each adjustment to the extent needed to provide a full understanding. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. 3.We note your response to prior comment 6. Please explain why adjustment (6) in your reconciliation of Adjusted Net Income related to the accounting impacts generated by the acquisition of an equity stake under the Cosan Oito column does not result in an individually tailored measure. Refer to Question 100.04 of the Non-GAAP Financial Measures Compliance and Disclosure Interpretations. Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you have questions regarding comments on the financial statements and related matters. Sincerely, Division of Corporation Finance Office of Trade & Services
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United States securities and exchange commission logo
January 10, 2024
Ricardo Lewin
Chief Financial Officer
Cosan S.A.
Av. Brigadeiro Faria Lima, 4,100 – 16th floor
São Paulo – SP, 04538-132, Brazil
Re:Cosan S.A.
Form 20-F for the Fiscal Year Ended December 31, 2022
Form 6-K Furnished on August 15, 2023
Response dated December 22, 2023
File No. 1-40155
Dear Ricardo Lewin:
We have reviewed your December 22, 2023 response to our comment letter and have the
following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our December 4,
2023 letter.
Form 20-F for the Fiscal Year Ended December 31, 2022
Note 18. Net Sales, page F-122
1.We note your response to prior comment 1. Please tell us how your presentation of gross
revenue from products and services on page F-125 complies with IFRS 15 and why the
indirect taxes and deductions have not been allocated to the individual sources of revenue
presented.
Form 6-K Furnished on August 15, 2023, page G-17
2.We note your response to prior comment 6. Reference is made to footnote (a). We note
you make these adjustments to calculate Raízen Adjusted EBITDA and Raízen Adjusted
Net Income so that investors receive consistent and comparable information from the
Company and Raízen. Please tell us the related authoritative literature you are relying on
FirstName LastNameRicardo Lewin
Comapany NameCosan S.A.
January 10, 2024 Page 2
FirstName LastName
Ricardo Lewin
Cosan S.A.
January 10, 2024
Page 2
to present such adjustments to your Raízen non-GAAP financial measures. In addition,
please explain why consolidating Raízen and adjustments (2) and (4)(i) in your
reconciliation of Raízen Adjusted Net Income and similar adjustments to Raízen Adjusted
EBITDA do not result in individually tailored measures. In doing so, please elaborate on
the nature and quantify each adjustment to the extent needed to provide a full
understanding. Refer to Question 100.04 of the Non-GAAP Financial Measures
Compliance and Disclosure Interpretations.
3.We note your response to prior comment 6. Please explain why adjustment (6) in your
reconciliation of Adjusted Net Income related to the accounting impacts generated by the
acquisition of an equity stake under the Cosan Oito column does not result in
an individually tailored measure. Refer to Question 100.04 of the Non-GAAP Financial
Measures Compliance and Disclosure Interpretations.
Please contact Tony Watson at 202-551-3318 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Trade & Services