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November 30, 2023
Pedro Jorge Guterres Quintans
Co-Chief Executive Officer
Vitru Brazil Ventures, Holdings and Trade, Inc.
5500, Torre Jurere A, 2nd Floor, Saco Grande
Florianopolis, State of Santa Clara
Brazil
Re:Vitru Brazil Ventures, Holdings and Trade, Inc.
Schedule 13E-3 filed September 13, 2023
SEC File No. 5-91698
Form F-4 filed September 6, 2023
Filed by Vitru Brazil Ventures, Holdings & Trade Inc.
SEC File No. 333-274353
Dear Pedro Jorge Guterres Quintans:
            We have reviewed your filing 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 these comments by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comments apply to your facts
and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
All defined terms have the same meaning as in the prospectus referenced above.
Schedule 13E-3/A filed November 15, 2023 and Amendment 1 to Form F-4 filed on November
15, 2023
General
1.All page and disclosure references in this letter refer to the disclosure in the registration
statement on Form F-4/A filed November 15, 2023 by Vitru Brazil Ventures, Holdings
& Trade, Inc. (SEC File. No. 333-274353).  Revisions made in response to these
comments should be made to the disclosure in that registration statement and
accompanying prospectus, unless otherwise noted here.
2.The disclosure about what Vitru Cayman security holders will receive in the Merger is

 FirstName LastNamePedro Jorge Guterres Quintans
 Comapany NameVitru Brazil Ventures, Holdings and Trade, Inc.
 November 30, 2023 Page 2
 FirstName LastNamePedro Jorge Guterres Quintans
Vitru Brazil Ventures, Holdings and Trade, Inc.
November 30, 2023
Page 2
unclear and should be generally revised throughout the prospectus.  For example,
disclosure in the first paragraph on the cover page of the prospectus states:  "Holders of
common shares, or 'Vitru Cayman Shares'...will receive either Vitru Brazil Shares or Vitru
Brazil ADSs..."  However, in multiple other places in the prospectus, you disclose that
"each holder of Vitru Cayman Shares will receive, in lieu of Vitru Brazil Shares, [one]
Vitru Brazil ADS... for each Vitru Cayman Share that they hold to the extent they do not
make a valid Election to receive Vitru Cayman Shares (emphasis added)."  Our
understanding from the prospectus disclosure is that Vitru Cayman Shares will be
eliminated after the Merger so we do not understand this statement.  Please revise or
advise. In addition, the fact that Vitru Brazil ADSs are the default Merger consideration to
be issued unless a security holder affirmatively elects to receive Vitru Brazil Shares is not
clear and should be emphasized throughout the prospectus, especially given your intention
to terminate the Deposit Agreement and dissolve the ADSs shortly after the Merger.
Special Factors, page 1
3.Refer to comment 2 in prior comment letter.  While you have included a Special Factors
section as requested, that section must contain all of the disclosure required by Items 7, 8
and 9 of Schedule 13E-3, rather than incorporating by reference to disclosure that appears
later in the document.  Please revise. See Rule 13e-3(e)(1)(ii).
Appraisal Report by Apis Consultoria e Avaliacoes Ltda, page 33
4.We note the new disclosure on page 34 stating that in addition to publicly available
information about Vitru Cayman, the Appraiser also received and used in its analysis
"certain financial and other information provided to it by Vitru Cayman."  To the extent
that the Appraiser received non-public forecasts and projections or other materials, these
must be included in the prospectus.  Please additionally include a section discussing the
underlying assumptions and limitations on any projections included.
Summary of Appraiser's Analysis, page 35
5.Expand this section to describe the analysis of the book value of shareholders' equity of
Vitru Cayman and the results yielded.  If the Appraiser's analysis simply verified the book
value reflected in Vitru Cayman's statement of financial position as of September 30,
2023, as an accounting audit would normally do, please revise to clarify.
Vitru Cayman's Reasons for the Merger, page 37
6.This section addresses the factors Vitru Cayman considered in determining this
transaction is fair to its unaffiliated security holders.  Therefore, consider revising the
heading to make clear that this is the section of the disclosure document that describes the
Vitru Cayman board's fairness analysis.  In addition, see our comment above about
relocating this and other disclosure to an expanded Special Factors section.
7.In the last sentence of the first paragraph of this section, you state that: "The Vitru

 FirstName LastNamePedro Jorge Guterres Quintans
 Comapany NameVitru Brazil Ventures, Holdings and Trade, Inc.
 November 30, 2023 Page 3
 FirstName LastNamePedro Jorge Guterres Quintans
Vitru Brazil Ventures, Holdings and Trade, Inc.
November 30, 2023
Page 3
Cayman board of directors unanimously reasonably believes that the Proposed
Transaction is fair to the unaffiliated holders of Vitru Cayman Shares."  However, in the
first sentence of the last paragraph of the same section on page 39, you disclose the
following:  "Neither Vitru Cayman nor its affiliates undertook a formal evaluation of the
fairness of the transaction to the unaffiliated security holders."  Please revise to reconcile
these two statements, consistent with all filing persons' obligation to express a view on
fairness to unaffiliated holders pursuant to Item 8 of Schedule 13E-3 and Item 1014 of
Regulation M-A.
8.Where a going private transaction affects different groups of target security holders
differently, the parties' fairness analysis must separately address fairness to each such
group of unaffiliated security holders.  See Question 19 in Exchange Act Release No.
17719 (April 13, 1981).  Here, it appears likely that many current Vitru Cayman ADS
holders will not retain an equity interest in Vitru Brazil after the Merger, due to your
intention to terminate the ADS Deposit Agreement, the lack of any trading market for the
Vitru Brazil Shares in the United States after the Nasdaq delisting of the ADSs, and the
difficulties and limitations associated with holding Vitru Brazil Shares directly.  Please
revise to specifically address fairness to current ADS holders who will have their Vitru
Brazil ADSs dissolved soon after the Merger and will have the underlying Vitru Brazil
Shares liquidated into the new market on the B3 for unknown consideration.
9.Refer to the second paragraph in this section on page 37.  Remove the qualifier "believes"
in the first sentence, as the Vitru Cayman board of directors must describe all material
factors it considered in analyzing fairness.
Vitru Brazil's Reasons for the Merger, page 39
10.See our comments above on the corresponding section entitled "Vitru Cayman's Reasons
for the Merger."  Please address those comments as to Vitru Brazil, to the extent
applicable.
11.Refer to the second sentence in this section, where you state that the Vitru Brazil board
deems the Merger fair to unaffiliated shareholders of Vitru Cayman "for the same reasons
and considering the same factors as Vitru Cayman."  To the extent that Vitru Brazil did
not perform its own analysis of the factors listed, it should expressly adopt the analysis of
Vitru Cayman.  In addition, this section should be generally revised to avoid references to
factors considered by Vitru Brazil, since none are listed.  See our next comment and
additionally, the first sentence of the second paragraph of this section, which refers to a
discussion of factors and analysis which is not included.
12.Refer to the last paragraph in this section, which states:  "The sequence in which the
factors described below are presented is not intended to reflect their relative importance."
However, no factors are listed.  Please revise or advise.
            We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 FirstName LastNamePedro Jorge Guterres Quintans
 Comapany NameVitru Brazil Ventures, Holdings and Trade, Inc.
 November 30, 2023 Page 4
 FirstName LastName
Pedro Jorge Guterres Quintans
Vitru Brazil Ventures, Holdings and Trade, Inc.
November 30, 2023
Page 4
            Please direct any questions to Christina Chalk at 202-551-3263.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions