SecProbe.io

March 18, 2020
Mário Ghio Junior
Chief Executive Officer
Vasta Platform Ltd
Av. Paulista, 901, 5th Floor
Bela Vista,
São Paulo – SP, 01310-100, Brazil
Re:Vasta Platform Ltd
Draft Registration Statement on Form F-1
Submitted February 20, 2020
CIK No. 0001792829
Dear Mr. Junior:
            We have reviewed your 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.
Form F-1 (DRS) Submitted February 20, 2020
Summary, page 1
1.We note that as currently drafted, the summary is overly detailed and repeats a significant
amount of information that is included elsewhere in the document. Please revise your
summary to provide a brief overview of the key aspects of the offering and your business
and highlight those points in clear, plain language.  Refer to Item 503(a) of Regulation S-
K.

2.We note your reference to Annual Contract Value Bookings, or ACV, throughout the
registration statement.  Your disclosure on page 81 states that you generally deliver

 FirstName LastNameMário Ghio Junior
 Comapany NameVasta Platform Ltd
 March 18, 2020 Page 2
 FirstName LastNameMário Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 2
educational materials to schools in the last calendar quarter of each year and recognize
revenue when the customers obtain control over the materials, which means that your
results of operations for the last quarter of a given fiscal year contain revenues related to
the content that will be used by schools in the following school year.  However, you note
that ACV Bookings is designed to show amounts that you expect to be recognized as
revenue for the twelve-month period from October 1 through September 30 of the
following fiscal year.  Please tell us why you do not rely on the amount recognized for the
last quarter of a given fiscal year to assess the revenue you expect to receive for a
particular school year, and why instead it is necessary to calculate ACV.  Please also tell
us how ACV differs from the amount recognized as revenue related to content that will be
used by schools in the following school year.
3.We note your disclosure of the LTV/CAC ratio and your method of calculation.  Please
tell us why you believe this information is appropriate to include in your Summary, and
tell us why this ratio accounts only for subscription arrangements and appears to exclude
your other solutions which represent approximately 1/3 of your revenues.
4.Please clearly disclose in the Summary the total amount of your outstanding
indebtedness.  Please also disclose that you recently incurred additional outstanding debt
in the amount of R$1.5 billion from your parent company and you are required to allocate
50% of the use of proceeds from any liquidity event to repay the loan, you cannot obtain
any new loans unless the proceeds will be used to repay such loan, and you cannot pledge
shares and/or dividends. Please explain how these restrictions may impact your ability to
operate your business. Please also clearly state that you intend to use approximately two-
thirds of the net proceeds from this offering to repay this debt.
5.Please clearly state in your summary that your parent company will control the outcome
of all decisions at your shareholders' meetings, will be able to elect a majority of your
board, and will be able to direct all actions relating to your business strategy, financing,
acquisitions and distributions.
Our Results, page 3
6.Please revise to provide context for the financial and operating information disclosed in
this section.  As one example, please explain the reason for the substantial decrease in net
loss between the periods presented.  Please provide similar disclosure where there are
unique events aside from organic growth that explain the changes in period-to-period
results, such as the consolidation and integration of Livro Facil.  In addition, given your
history of net losses, please tell us why you believe it is appropriate to characterize your
growth as occurring at "sustainably profitable levels."
Our Addressable Market and Opportunity for Growth, page 4
7.We note your reference to Oliver Wyman as providing data concerning your total
addressable market (TAM).  Please tell us whether you commissioned Oliver Wyman to
provide you with the study cited in your disclosure for use in the registration statement. If

 FirstName LastNameMário Ghio Junior
 Comapany NameVasta Platform Ltd
 March 18, 2020 Page 3
 FirstName LastNameMário Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 3
so, please identify in your disclosure that you commissioned the study and file a consent
from Oliver Wyman as an exhibit to the registration statement. See Securities Act Rule
436.
8.We note your statements as to your total addressable market, as well as the information
about students enrolled in both public and private schools in Brazil.  Given that you
service primarily private schools, please tell us whether the TAM includes both public and
private schools, and, if so, please tell us why you believe this is appropriate.  Please also
explain the relevance of the discussion here and throughout your registration statement of
the number of students in public school both in Brazil and worldwide.
Our Products and Services, page 6
9.Please disclose here and elsewhere as appropriate the percentage of your revenue that is
derived from your Content & EdTech Platform versus your Digital Platform.  Please also
clarify whether all revenue generated from your Content & EdTech Platform is from
subscription arrangements that occur in the form of long-term contracts.
Our Corporate Structure, page 14
10.The chart depicting your corporate structure prior to the corporate reorganization is not
legible.  Please revise.
Corporate structure following the corporate reorganization..., page 16
11.Please revise to show the percentage ownership of Vasta that will be held by public
shareholders, insiders and your parent company following completion of the offering.
Please clearly indicate that public shareholders will not have any ownership in Cogna or
any of the entities held by Cogna aside from Vasta.
The Offering , page 19
12.We note that you intend to be listed on either the NYSE or Nasdaq.  Please tell us whether
you will be deemed a “controlled company” as defined by the market on which you intend
to list your Class A common stock and, if so, whether you intend to rely on any
exemptions as a controlled company.  If applicable, please disclose on the prospectus
cover page and in the prospectus summary that you are a controlled company, and include
a risk factor that discusses the effect, risks and uncertainties of being a controlled
company.
Our activities will consist of a carve-out of the K-12 B2B business..., page 30
13.We note that the corporate reorganization requires approval by various regulatory
agencies, therefore you cannot guarantee that you will be able to migrate and transfer the
carved-out business.  Please clearly state whether the corporate reorganization will be
complete prior to the IPO, including the migration and transfer of the relevant businesses.
In the event that it will not, please explain the specific impact on your business if you are

 FirstName LastNameMário Ghio Junior
 Comapany NameVasta Platform Ltd
 March 18, 2020 Page 4
 FirstName LastName
Mário Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 4
not able to migrate and transfer the carved-out business, including how it would impact
your current business plan and your ability to operate and manage your business.  Please
provide similar disclosure in your Summary.
Any increase in late payment and/or default in the payment of amounts due..., page 33
14.Please disclose whether any historical changes in the rates of default or late payments
have had a material impact on your results of operations.  If so, please explain the specific
circumstances and quantify the impact.
The Saraiva brand is owned by Saraiva Gestao de Marcas S.A...., page 35
15.Please disclose the extent to which your company relies on the Saraiva brand, and please
disclose whether the inability to use the Saraiva brand would have a material impact on
your financial condition or results of operations.
We have a significant amount of debt..., page 36
16.Please quantify the amount of the company's total indebtedness and disclose the expected
debt service obligation.  Please also disclose any material terms of your indebtedness,
including material covenants and events of default.  Please file the debentures and other
material debt obligations as exhibits to the registration statement.
PAR, or "Partnership" (Parceria), is part of our business model..., page 37
17.Please disclose the percentage of your revenue which comes from PAR contracts.  Please
also disclose how the inability to guarantee that PAR-related materials are sold
exclusively by your partner schools or by you has adversely impacted past revenue,
including quantifying such impact.
Failure to prevent or detect a malicious cyber-attack..., page 41
18.Please tell us whether you have experienced any material disruptions, outages, cyber-
attacks, attempts to breach your systems, or other similar incidents.  If so, please disclose
such incidents, including the cost and impact of such incidents.  Please also disclose
the nature of the board’s role in overseeing the company’s cybersecurity risk management.
Unfavorable decisions in our legal or administrative proceedings, page 44
19.We note that your subsidiary which operates the Anglo brand is party to an arbitration
proceeding with the sellers of the Anglo business regarding indemnities for contractual
contingencies.  Please describe the impact of the result of an adverse decision in the
arbitration proceeding, including how it could impact your operation of the Anglo brand,
if at all, and whether it could materially impact your financial condition and results of
operations.

 FirstName LastNameMário Ghio Junior
 Comapany NameVasta Platform Ltd
 March 18, 2020 Page 5
 FirstName LastName
Mário Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 5
Use of Proceeds, page 69
20.Please expand your disclosure to set forth the interest rate and maturity of such debt to be
repaid from the net proceeds of the offering.  Also, we note you entered into a
memorandum of understanding for the acquisition of a company in November 2019.  If
the proceeds may or will be used to finance this acquisition or other businesses, give a
brief description of such businesses and information on the status of the acquisitions.
Refer to Item 3.C of Form 20-F.
Dividends and Dividend Policy, page 70
21.Please disclose any current restrictions on your ability to pay dividends, whether imposed
by terms of your debt facilities, or otherwise.
Capitalization, page 71
22.Please revise your narrative description and table to reflect the issuance of the Class B
common shares occurring prior the consummation of the offering.  In addition, please
format your table for disclosure, when known, of the number of shares issued and
outstanding adjusted for the issuance of the Class B common shares and as further
adjusted giving effect to the issuance and sale of the Class A common shares.
Selected Financial and Other Information, page 75
23.Please correct the alignment of the Statement of Profit or Loss line items on page 75 with
the corresponding amounts.  For example, the amounts disclosed for Net (loss) profit for
the period/year appear to represent Net revenue from sales and services.
ACV Bookings, page 76
24.Please disclose the number of enrolled students and average ticket in deriving your
preliminary result of ACV Bookings for the 2020 sales cycle of October 2019 to
September 2020.
Reconciliation of our Adjusted EBITDA to Net Profit (Loss) for the Period / Year, page 77
25.We note you have excluded editorial costs from Adjusted EBITDA.  You have disclosed
that these costs consist of costs incurred for the production of content for books and
courseware for your learning systems, including expenses with payroll related directly to
these activities, publishing and purchase of contractual rights for illustrations, pictures and
texts. It appears these costs are normal, recurring cash operating expenses necessary to
operate your business. As such, please remove this reconciling item from this non-GAAP
measure, or tell us why you believe it is permissible. Refer to Question 100.1 of the
Compliance and Disclosure Interpretations for Non-GAAP Measures last updated April 4,
2018.

 FirstName LastNameMário Ghio Junior
 Comapany NameVasta Platform Ltd
 March 18, 2020 Page 6
 FirstName LastName
Mário Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 6
26.Please correct the headers to align the headers with the appropriate periods presented.
Calculation of Adjusted Cash Conversion Ratio for the Period / Year, page 78
27.It appears the line of demarcation is incorrectly placed in this table and the financial
information for the Successor for October 11 to December 31, 2018 has been omitted.
Please revise.
Overview, page 79
28.We note your discussions of revenue characterized as subscription arrangements including
the percentage of such revenue of your total net revenue and your revenue retention rate
for subscription arrangements.  You disclose on page 82 that learning systems, PAR, and
complementary solutions revenues comprise the net revenue characterized as subscription
arrangements.  Please tell us where PAR revenues are included in your breakdown of net
sales, that is, if these revenues are included within textbooks, other services or elsewhere
and your consideration of disclosing the amount of  subscription arrangements revenue.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics, page 80
29.Please revise these metrics to present them on the same basis as your audited annual and
unaudited interim financial statements. Specifically, these metrics should be presented by
similar period and entity, with the line of demarcation, as your financial statements, for
consistency.
Our Incorporation and Corporate Reorganization, page 83
30.Reference is made to the third and fourth paragraph.  You state that at the time of your
incorporation on October 16, 2019 Cogna together with its wholly-owned subsidiary EDE,
held a 100% ownership interest in Saber.  You also state that on December 17, 2019
Cogna increased its equity interest in Saber and now owns a 70.53% interest in Saber.
Please clarify the events resulting in the change in Cogna’s ownership interest from 100%
to 70.53%.

 FirstName LastNameMário Ghio Junior
 Comapany NameVasta Platform Ltd
 March 18, 2020 Page 7
 FirstName LastName
Mário Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 7
Presentation of Financial Information, page 84
31.We note your disclosure here that, for convenience purposes only, you have added
together the results of operations of the Successor for the period from October 11, 2018 to
December 31, 2018 with those of the Predecessors for the period from January 1, 2018 to
October 10, 2018.  Please note this presentation and discussion is not appropriate as
it combines two different basis of accounting.  Please revise your discussion to include
separate discussions of material events and circumstances influencing these individu