SecProbe.io

CORRESP
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filename1.htm

    Manuel Garciadiaz

    manuel.garciadiaz@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

September 24, 2025

U.S. Securities & Exchange Commission

Division of Corporation Finance

Office of Mergers & Acquisitions

100 F Street, N.E.

Washington, D.C. 20549

Attn: Christina Chalk

 Re: Vasta Platform Ltd

Schedule TO filed September 17, 2025

Schedule 13E-3 filed September 17,
2025

Filed by Cogna Educação
S.A.

SEC File No. 5-91599

Dear Ms. Chalk:

On behalf of Cogna
Educação S.A. (the “Offeror”), we are responding to the comment letter received from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated September 19,
2025 (the “Comment Letter”), regarding the Offeror’s Schedule TO-T (the “Schedule TO”) and
Schedule 13E-3, which were filed on September 17, 2025.

Set forth below
are the Offeror’s responses to the Staff’s comments in the Comment Letter. For reference purposes, the Staff’s comments
are reproduced in bold below, followed by the Offeror’s response to the comment. The numbered paragraphs below correspond
to the numbered comments in the Comment Letter.

Additionally, the
Offeror is concurrently filing amendments to the Schedule TO and the Schedule 13E-3 (collectively, the “Amendment No. 1”)
which include the First Amended and Restated Offer to Purchase (the "Offer to Purchase") as an exhibit. The Offer to
Purchase includes the revisions noted below in response to the Comment Letter. Except for page references appearing in the headings and
Staff comments below (which are references to the Schedule TO filed on September 17, 2025), all page references herein correspond to
the page of the Amendment No. 1 and the Offer to Purchase. Unless otherwise indicated, capitalized terms used herein have the meanings
assigned to them in the Offer to Purchase.

Schedules 13E-3 and TO filed
September 17, 2025

Offer to Purchase
- General, page i

 1. Disclosure on the cover page of
                                            the Offer to Purchase includes the following description of Minimum Tender Condition: "tendering
                                            holders of Securities shall have validly tendered and not withdrawn prior to the Expiration
                                            Date of the Offer a number of Class A Common Shares, other than any Class A Common Shares
                                            beneficially owned by Purchaser, that constitute at least 90% (the “Minimum Tender
                                            Amount”) in value of the total outstanding Class A Common Shares of the Company (the
                                            “Minimum Tender Condition”)." It is unclear from this definition whether
                                            this Offer condition is satisfied only if 90% of Class A Common held by unaffiliated shareholders
                                            tender and do not withdraw such shares, or whether the 51.1% of Class A Common Shares held
                                            by Lagos Capital Corp. and other affiliates will be included in this figure. Please revise
                                            to clarify.

Offeror response: In
response to the Staff’s comment, the Offeror has revised the disclosure on pages I and 9 of the Offer to Purchase to clarify that
the Minimum Tender Amount will comprise tenders of the total outstanding Class A common shares of Vasta Platform Limited (the “Company”)
“held by affiliated and unaffiliated shareholders.”

 2. We note the disclosure under
                                            "Introduction" on page 8 of the Offer to Purchase that "Lagos Capital Corp.
                                            holds 8,040,098, or 51.1% of the Company's Class A Common Shares." We further note the
                                            disclosure that Lagos is an affiliate of a "reference shareholder of the Purchaser,
                                            Alaska Investimentos Ltda, who holds, directly or indirectly, approximately 17% of the common
                                            stock of the Purchaser and has the right to appoint two directors to Purchaser's board of
                                            directors." These facts appear to indicate that these entities may be "on both
                                            sides of this transaction," in the sense that they are affiliates of both bidder and
                                            target company in the Offer. Please revise the disclosure to explain what is meant by a "reference
                                            shareholder," and clarify the relationship between Alaska Investimentos Ltda and Lagos
                                            Capital. In addition, in your response letter, explain why Alaska and Lagos have not been
                                            included as \filing persons on the Schedule 13E-3/TO-T, or revise to include them and to
                                            provide all disclosure required as to each individually, to the extent such information does
                                            not already appear in the Offer to Purchase.

Offeror response: In
response to the Staff’s comment, the Offeror has revised disclosure on pages 9 and 20 of the Offer to Purchase to clarify that
Alaska Investimentos Ltda. is a non-controlling shareholder of the Offeror and holds approximately 17% of the Offeror’s outstanding
common stock. Further, the Offeror has provided additional disclosure on pages 9 and 20 to expand its discussion of the relationship
between Alaska Investimentos Ltda. and Lagos Capital Corp. (the Offeror understands that both entities are controlled by Mr. Luiz Alves
Paes de Barros). Lagos Capital Corp. holds 51.1% of the Company's Class A common shares (equivalent to 9.6% of the Company’s common
shares and 1.2% of the total voting power of the Company). Lagos Capital Corp. has no representative on the board of the Company.

    2

According to the Commissions’
Compliance and Disclosure Interpretations relating to Tender Offer Rules and Schedules (C&DI 101.06, last updated March 6, 2025),
not even the controlling shareholder of an offeror is automatically deemed a bidder in a tender offer. Rather, bidder status is a question
determined by an party’s role in the offer under the particular facts and circumstances of each transaction, including whether
such party’s (i) played a significant role in initiating, structuring and negotiating the tender offer, (ii) acted together with
the named bidder, (iii) controls the terms of the tender offer and to which extent, (iv) provided financing for the tender offer, or
played a primary role in obtaining any financing, (v) controls the bidder directly or indirectly, (vi) formed or caused the formation
of the offeror, (vii) would beneficially own the securities purchased by the named bidder in the tender offer or the assets of the target
company, (viii) acted in conjunction with the named bidder and to which degree, and (ix) benefits from the transaction and to which extent.

Moreover, Release No. 34-17719
(the “Release”) clarifies the elements of a “Rule 13e-3 transaction,” as set forth in Rule 13e-3(a)(4)(i) (the
“Rule”), which include: (1) an issuer or an affiliate of such issuer; (2) engaging in one or more of certain
specified transactions; and (3) having a purpose or reasonable likelihood of resulting in one or more specified effects. The Release’s
Item III. Persons Subject to the Rule states that “Issuers and affiliates engaging in a Rule 13e-3 transaction
for which no exception is available are subject to the filing, disclosure and dissemination requirements of paragraphs (d), (e) and (f)
of the Rule and, if the class of securities involved is registered pursuant to Section 12 of the Exchange Act, are also subject to the
antifraud provisions of paragraph (b) of the Rule.” In addition, in responding to Question 5, the Commission expanded on its interpretation
of applicability of the Rule as follows: “The filing, disclosure and dissemination requirements of the Rule would apply to both
the issuer and its affiliate when both are engaging in the Rule 13e-3 transaction.”

Accordingly, the Offeror respectfully
advises the Staff that none of Alaska Investimentos Ltda. or Lagos Capital Corp. were included as filing persons on Schedules 13E-3/TO-T
because, in the Offeror’s understanding, neither was engaged or is engaging in the transaction. The Offeror’s decision to
structure and initiate the tender offer was made independent of Mr. Luiz Alves Paes de Barros, Alaska Investimentos Ltda. or Lagos Capital
Corp. None of the directors of the Offeror appointed by Alaska Investimentos Ltda., nor any other representatives of Alaska Investimentos
Ltda., have participated in discussions held by the Offeror’s management or the finance committee the Offeror’s board of
directors relating to the structuring of the Offer, nor negotiated its general terms and conditions, including the offer price, nor voted
or expressed an opinion to the Offeror (including at any committee or board meeting) with regards to the Offer. Moreover, none of Mr.
Luiz Alves Paes de Barros, Alaska Investimentos Ltda. or Lagos Capital Corp. is providing financial or any other support for the Offer
nor are they assisting the Offeror in obtaining any financing for the Offer.

    3

 3. See our last comment above.
                                            Revise the Offer to Purchase generally to clarify and discuss the role of these affiliates
                                            (Lagos and Alaska and the persons or entities who control them) in the going private transaction,
                                            through share ownership of Vasta and affiliation with Purchaser, and (if applicable) their
                                            role in initiating, negotiating or structuring this transaction, and their participation
                                            in the Offer (if applicable).

Offeror response: In
response to the Staff’s comment, the Offeror has revised disclosure on pages 9 and 20 of the Offer to Purchase to clarify that
Alaska Investimentos Ltda. holds approximately 17% of the Offeror’s outstanding common stock. Further, the Offeror has provided
additional disclosure on pages 9 and 20 to expand its discussion of the relationship between Alaska Investimentos Ltda. and Lagos Capital
Corp. and the absence of any role played in the Offer.

The Offeror respectfully advises
the Staff that Offeror’s decision to structure and initiate the tender offer was made independent of Mr. Luiz Alves Paes de Barros,
Alaska Investimentos Ltda. or Lagos Capital Corp. None of the directors of the Offeror appointed by Alaska Investimentos Ltda., nor any
other representatives of Alaska Investimentos Ltda., have participated in discussions held by the Offeror’s management or the finance
committee the Offeror’s board of directors relating to the structuring of the Offer, nor negotiated its general terms and conditions,
including the offer price, nor voted or expressed an opinion to the Offeror (including at any committee or board meeting) with regards
to the Offer. Moreover, none of Mr. Luiz Alves Paes de Barros, Alaska Investimentos Ltda. or Lagos Capital Corp. is providing financial
or any other support for the Offer nor are they assisting the Offeror in obtaining any financing for the Offer.

Purpose of and
Reasons for the Offer, page 12

 4. Discuss the reasons for the
                                            timing of the Offer and why Purchaser chose this transaction structure. See Item 7 of Schedule
                                            13E-3 and Item 1013(c) of Regulation M-A. If alternative structures were considered, please
                                            list them and explain why the Purchaser chose to conduct a tender offer. See Item 1013(b)
                                            of Regulation M-A.

Offeror response: In
response to the Staff’s comment, the Offeror has revised disclosure on page 13 of the Offer to Purchase to clarify that Offeror’s
board of directors determined that structuring the transaction as a cash tender offer at the Offer Price was efficient and appropriate
because, upon considering certain other alternative transaction structures discussed by the board, such as a potential statutory merger,
privately negotiated transactions and market purchases, an all cash tender offer provided several advantages, including: (i) cash consideration
offers certainty of value to shareholders, which is particularly important given the low liquidity of the target securities; (ii) an
all-cash tender offer can be funded at no cost with available cash in hand; (iii) an all-cash structure provides a simple, transparent,
and expedient mechanism for shareholders to realize immediate value in their shares; and (iv) the tender offer structure, as opposed
to a negotiated merger or other corporate arrangement under the laws of the Cayman Islands, ensures that minority shareholders are afforded
an opportunity to participate directly and voluntarily in the transaction.

    4

In addition, the Offeror provided
additional disclosure on page 13 to clarify that it believes pursuing the Offer at this time is advantageous considering that Offeror’s
leverage position as of June 30, 2025 was at its lowest level compared to any quarter of the Offeror’s last four fiscal years,
enabling the settlement of the tendered Class A Common Shares with cash on hand.

Plans for the Company
after the Offer, page 13

 5. We note the following disclosure
                                            on page 13: "Purchaser has no current proposals or negotiations that relate to or would
                                            result in (i) an extraordinary corporate transaction, such as a merger, reorganization or
                                            liquidation involving the Company or any of its subsidiaries, (ii) any purchase, sale or
                                            transfer of a material amount of assets of the Company or any of its subsidiaries, (iii)
                                            any material change in the Company’s present dividend rate or policy or the indebtedness
                                            or capitalization of the Company or (iv) any other material change in the Company’s
                                            corporate structure or business." However, in multiple places in the Offer to Purchase,
                                            you state the Purchaser's intention to conduct a compulsory acquisition after the Offer closes,
                                            which will result in the purchase of all Class Common Shares not tendered in the Offer. Please
                                            revise or advise.

Offeror response: In
response to the Staff’s comment, the Offeror has provided additional disclosure on page 13 of the Offer to Purchase to clarify
that, “other than as disclosed in the Offer to Purchase,” the Offeror has no current proposals or negotiations that relate
to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Offeror
or any of its subsidiaries, (ii) any purchase, sale or transfer of a material amount of assets of the Offeror or any of its subsidiaries,
(iii) any material change in the Offeror’s present dividend rate or policy or the indebtedness or capitalization of the Offeror
or (iv) any other material change in the Offeror’s corporate structure or business.

In addition, the Offeror has
revised disclosure on pages 7, 13, 15, 18 and 37 to further clarify that, following the s