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    Manuel Garciadiaz

    manuel.garciadiaz@davispolk.com

    Davis Polk & Wardwell llp

    450 Lexington Avenue

    New York, NY 10017

    davispolk.com

November 13, 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-T/A filed September 24, 2025

Schedule 13E-3/A filed September 24, 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 29, 2025 (the “Comment Letter”),
regarding the Offeror’s Schedule TO-T/A (the “Schedule TO”) and Schedule 13E-3/A (the “Schedule 13E-3”),
which were filed on September 24, 2025. We respectfully advise the Staff that we are submitting this response at this time, rather than
promptly upon receipt of the Comment Letter, as the Offeror was waiting to do so pending the end of the U.S. government shutdown and the
reopening of the U.S. government, including the Commission (which we understand occurred today).

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.

Unless otherwise indicated, capitalized terms used
herein have the meanings assigned to them in the Offer to Purchase.

Schedule TO-T/A and Schedule 13E-3/A filed September 24, 2025

Background, page 12

 1. We note your responses to comments 2 and 3 in our original comment letter and the new disclosure added to the Offer to Purchase. It
appears from the Schedule 13D filed by Mr. Luiz Alves Paes de Barros on January 10, 2025 that he personally serves as one of six directors
of Purchaser, and also has another board designee on that board. While Mr. de Barros is a minority shareholder of Purchaser, it is not
clear from your response whether he is the largest or among the largest of Purchaser's shareholders. In addition, Mr. de Barros owns 51%
of the Class A Common Shares that are the subject class in this tender offer, and as such, his participation in the offer appears to be
necessary to achieve the Minimum Tender Condition. His January 10, 2025 Schedule 13D further stated his intention "to potentially
purchase shares of [Vasta Platform] in the future." Your analysis focused on Mr. de Barros's status as a bidder but did not address
other possible aspects of engagement in a going private transaction, such as status "on both sides of the transaction," whether
he was approached regarding his support of the tender offer or any other type of transaction structure, and whether he has committed,
whether by contract or agreement, to support it. Please provide additional analysis to address comments 2 and 3 in our first comment letter,
or add filing persons as requested. In addition, provide additional background details in the Offer to Purchase concerning Mr. de Barros'
role in the offer as a director of Purchaser, and the owner of a majority of the subject class of securities in the tender offer. Further,
if applicable, discuss any contacts between representatives of Purchaser and representatives of or affiliates of Mr. de Barros concerning
this transaction and his participation in it, including any support agreements he has made regarding tender of his Class A Common Shares.

Offeror response:

In response to the Staff’s comment, the Offeror notes
the following:

 1. Mr. Barros is not currently a director of the Offeror or the Company

Mr. Luiz Alves Paes de Barros served as a director of the
Offeror from April 29, 2024 through August 1, 2025, when Mr. Barros resigned. In Mr. Barros’ capacity as a director of the Offeror
during such time, he participated in ordinary course discussions and reviews of the Offeror’s long-term strategic goals and business.
However, Mr. Barros’ resignation from the Offeror’s board of directors occurred prior to any discussions being held by the
Offeror’s finance committee or board of directors in relation to the Offer. Furthermore, following Mr. Barros’ resignation,
none of the then-acting representatives of Alaska Investimentos Ltda. (“Alaska”) discussed any 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.

Mr. Barros also has not been a director of the Company and
neither he nor Lagos Capital Corp. (an entity wholly-owned by Mr. Barros) (“Lagos Capital”) has the power to appoint
directors to the Company’s board of directors and neither he nor Lagos Capital is a party to any agreement or arrangement with respect
to voting securities of the Company, whether in connection with the Offer or otherwise.

    2

2.  Neither
Mr. Barros, Alaska nor Lagos Capital were involved in the Offer

Neither Mr. Barros, Alaska, Lagos Capital nor any of their
representatives were approached by (and did not approach) the Offeror or members of its management in respect of the Offer, including
in the form of participation, financing, structuring or generally advising the Offeror with respect to any potential Offer. No agreement
or arrangement has been entered into between the Offeror and Mr. Barros, Alaska, Lagos Capital nor any of their representatives regarding
participation in, or provision of support for, the Offer.  The Offeror further notes that the Offer was conceived and proposed
by its own executive officers acting in their capacity as officers of the Offeror.

As previously noted to the Staff, in light of Mr. Barros
and Lagos Capital’s stake in the Company, neither Mr. Barros nor any other representative of Alaska participated in discussions
held by Offeror’s management relating to the feasibility of, and potential alternatives to the Offer, nor in any meetings held by
Offeror’s finance committee and board of directors in relation to the structuring and definition of terms and conditions of the
Offer.

3.  Alaska is a financial
asset management firm

Alaska is a Brazilian entity engaged in the structuring,
distribution and management of a portfolio of investment funds in Brazil (collectively, the “Alaska Funds”). Certain
Alaska Funds, as further described below, are the direct owners of the 17% interest in the Offeror. The Alaska Funds are owned by their
respective quotaholders, which range from retail to private (high net worth individuals) and institutional investors depending on the
fund, and who are the ultimate beneficiaries of the investment held by each fund, including, as applicable, investment in Offeror’s
shares. The Alaska Funds’ organizational documents typically provide that quotaholders’ voting rights are subject to Alaska’s
voting policy, which allows Alaska to represent the funds and vote the invested securities in the best interest of invested companies.
According to Alaska’s public filings in Brazil, the Alaska Funds have approximately 66,257 investors in the aggregate, 88% of which
are retail investors, and over R$15.0 billion under management, 95% of which is attributable to qualified, institutional or professional
investors.

Alaska is owned by 13 partners, including Mr. Barros who
holds a 25% voting equity stake. Mr. Barros is the Chairman of Alaska and a member of its four-person executive committee. Lagos Capital
is wholly-owned by Mr. Barros.

The 17% interest in the Offeror is held directly by the following
Alaska Funds: Alaska Poland FIA BDR Nivel 1 (185,469,643 Offeror shares, or 9.9%), Alaska Black Master FIA - BDR Nivel I (48,283,986 Offeror
shares, or 2.6%), Alaska Black Institucional FIA (35,980,955 Offeror shares, or 1.9%), Alaska 100 Icatu PREV FIFE FIM (8,314,111 shares,
or 0.44%), Atka Fundo de Investimento De Ações IE (8,178,011 Offeror shares, or 0.44%), Adak Fundo de Investimento De Ações
IE (6,464,487 Offeror shares, or 0.34%), Alaska Black Advisory XP Seguros FIFE Previdencia FIM (6,166,078 Offeror shares, or 0.33%), Milltrust
International Investments SPC (5,455,244 Offeror shares, or 0.3%), Barra Fundo de Investimento Em Ações (3,122,016 Offeror
shares, or 0.17%), Alaska Previdencia Master FIM (2,017,274 Offeror shares, or 0.11%), Jatlan Fundo de Investimento Em Ações  (714,000
Offeror shares, or 0.04%), Alaska Range FIF Multimercado – Responsabilidade Limitada (383,900 Offeror shares, or 0.02%) and Alaska
Permanent Fund (188,291 shares, or 0.01%).

    3

4.  Alaska Funds’
stake represents a passive financial investment.

Alaska does not control, neither is it, Mr. Barros or any
Alaska Fund, a party to any agreement, arrangement or understanding, to exercise control over the Offeror, nor does any of the foregoing
persons operate as a de facto controlling shareholder of the Offeror. Further, neither Alaska, Mr. Barros nor any Alaska Fund has
the power to direct or cause the direction of management and policies of the Offeror, whether by share ownership, by contract or otherwise,
because the Offeror’s management and policies are directed by a board of directors comprising a majority of members who are not
associated with, and are independent from, Alaska and Mr. Barros. In addition, while the Alaska Funds collectively own the largest shareholding
in the Offeror, such interest in the Offeror is not sufficient to allow Alaska or Mr. Barros to elect a majority of the directors to the
Offeror’s board of directors which is comprised of six members, nor to pass or veto any shareholder proposal.

Based on Alaska’s internal policies, the Alaska Funds
invest in publicly traded securities in Brazil solely as financial investment to generate returns for quotaholders over the long term
– not to exercise influence or control. Alaska’s investment management activity is carried out under specific mandates and
regulations applicable to each fund, while subject to Alaska’s general policies including with respect to voting securities in invested
companies. In this context, Alaska has internal policies that discourage influencing or controlling the management of portfolio companies.
While Alaska may vote on such matters deemed “relevant” under its voting policy, such actions are governed by internal procedures
and fiduciary duties owed to the quotaholders, and are not intended to direct or cause the direction of the management and policies of
invested companies, including the Offeror.

Upon completing its acquisition of relevant stakes in the
Offeror in May 2019 (5.45%), July 2020 (stake increased to 10.05%) and January 2022 (stake increased to 15.23%), Alaska in each of those
occasions informed investors and the market in general that its increasing shareholding in the Offeror was solely intended to represent
a financial transaction and did not seek to alter the Offeror’s control or management. Therefore, the Offeror submits to the Staff
that Alaska’s investment activity generally, and Alaska’s investment in the Offeror specifically, are not conducted in a manner
to influence management or control the Offeror, but should rather be understood as a passive financial investment.

    4

5.  Alaska is not deemed an “affiliate”
under Brazilian securities law.

Offeror is a publicly-listed company on São Paulo’s
stock exchange, B3 S.A. – Brasil, Bolsa, Balcão. The text of the definition of “affiliate” is the same
under Brazilian and U.S. securities laws. Under Brazilian securities laws, shareholders owning less than 20% of voting securities of an
issuer are not deemed affiliates of that issuer unless such shareholders exercise significant influence over the issuer, which includes,
among others, the right or power to determine policies (including dividends and other distributions) or the engagement in material transactions
between the investor and the investee. Alaska is not deemed an affiliate of Offeror as such term is understood under Brazilian laws and
accounting standards.

6. “both sides of the transaction”
Analysis

 A. Affiliate status

Rule 13e-3(a)(1) defines an “affiliate” of an
issuer as “a person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common
control with such issuer.” Exchange Act Rule 12b-2 defines “control” to mean “the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities,
by contract, or otherwise.” It is generally understood that beneficial ownership above 10% of a class of voting securities or having
a right to appoint a director to a company’s board of directors requires special scrutiny of the facts and circumstances of the
relationship to determine whether or not a person is an affiliate. However, the determination of “control,” which is fundamental
to the concept of “affiliate” as defined in Rule 13e-3, is dependent upon specific facts and circumstances.

Mr. Barros’ indirect ownership of 8,040,098, or 51.1%
of the Class A Common Shares, represents 9.6% of the Company’s total common shares and 1.2% of the Company’s voting rights.
Furthermore, neither Mr. Barros nor Lagos Capital has the power to appoint directors to the Company’s board of directors and neither
is a party to any voting agreement or arrangement with respect to voting securities of the Company, whether in connection with the Offer
or otherwise.

In addition, the Offeror submits that Mr. Barros should not
be considered an indirect affiliate of the Company through his indirect relationship with the Offeror, because he does not exercise “control”
as such term is understood under the securities regulations applicable to the Offeror in its jurisdiction of incorporation. As noted in
item 1 of the Offeror’s response, Mr. Barros is not a party to any agreement, arrangement or understanding to exercise control over
the Offeror, nor does it operate as a de facto controlling shareholder of the Offeror.

    5

Furthermore, neither Alaska, Mr. Barros nor any Alaska Fund
has the power to direct or cause the direction of management and policies of the Offeror, whether by share ownership, by contract or otherwise,
because the Offeror’s management and policies are directed by a board of directors comprising a majority of members who are not
associated with, and are independent from, Alaska and Mr. Barros. In addition, while the Alaska Funds collectively own the largest shareholding
in the Offeror, such interest in the Offeror is not sufficient to allow Alaska or Mr. Barros to elect a majority of the directors of the
Offeror, nor to pass or veto any shareholder proposal.  Moreover, as noted above, Alaska’s internal policies discourage
them from exercising management influence or control over its invested companies.

The Offeror is a publicly-listed company in Brazil on the
B3 and a reporting entity under Brazilian law. The Offeror’s understanding that Mr. Barros does not “control” the Offeror
is consistent with the day-to-day, management-ran nature of the Offeror’s business and with the information provided to shareholders
and regulators in Brazil relating to the Offeror’s corporate governance and ownership structure. This underscores one of the inherent
challenges faced by foreign private issuers and, in this case, the Offeror, whose home-country governance and disclosure regimes may not
align with the Commission’s definitions and interpretations. Accordingly, conceding that Mr. Barros may be an affiliate, even if
such determination is made solely as a matter of U.S. federal securities laws, could potentially conflict with the Offeror’s prior
reporting and communications with shareholders and regulators in Brazil, causing an adverse effect to O