SEC Form SC 13G/A filed by Vasta Platform Limited (Amendment)
| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13G/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 2)* | |
|
Vasta Platform Limited | |
| (Name of Issuer) | |
|
Class A Common Shares, par value $0.00005 per share | |
| (Title of Class of Securities) | |
|
G9440A109 | |
| (CUSIP Number) | |
|
December 31, 2023 | |
| (Date of Event Which Requires Filing of this Statement) | |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: | |
| ý | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
| (Page 1 of 7 Pages) | |
______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G9440A109 | 13G/A | Page 2 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Ronit Capital LLP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION England and Wales | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,003,962 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,003,962 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,003,962 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% | |||
| 12 |
TYPE OF REPORTING PERSON PN, FI | |||
| CUSIP No. G9440A109 | 13G/A | Page 3 of 7 Pages |
| 1 |
NAME OF REPORTING PERSON Edward Misrahi | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Italy | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,003,962 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,003,962 | |||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,003,962 | |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ | ||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.5% | |||
| 12 |
TYPE OF REPORTING PERSON IN, HC | |||
| CUSIP No. G9440A109 | 13G/A | Page 4 of 7 Pages |
| Item 1(a). | NAME OF ISSUER: |
| The name of the issuer is Vasta Platform Limited, a Cayman Islands exempted company (the "Company"). |
| Item 1(b). | ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: |
| The Company's principal executive offices are located at Av. Paulista, 901, 5th Floor, Bela Vista, São Paulo – SP, 01310-100, Brazil. |
| Item 2(a). | NAME OF PERSON FILING: | |
| This statement is filed by: | ||
| (i) | Ronit Capital LLP (the "Investment Manager"), a limited liability partnership incorporated under the laws of England and Wales, with respect to the Class A Common Shares (as defined in Item 2(d)) directly held by certain funds and accounts to which it serves as the investment manager (the "Ronit Funds"); and | |
| (ii) | Mr. Edward Misrahi ("Mr. Misrahi"), a founding partner and the Chief Investment Officer of the Investment Manager, with respect to the Class A Common Shares held by the Ronit Funds. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." | ||
| The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Class A Common Shares reported herein. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: |
| The address of the business office of each of the Reporting Persons is 20 North Audley Street, 5th Floor, London W1K 6WE, United Kingdom. |
| Item 2(c). | CITIZENSHIP: |
| The Investment Manager is a limited liability partnership incorporated under the laws of England and Wales. Mr. Misrahi is an Italian citizen. |
| Item 2(d). | TITLE OF CLASS OF SECURITIES: |
| Class A Common Shares, par value $0.00005 per share (the "Class A Common Shares"). |
| Item 2(e). | CUSIP NUMBER: |
| G9440A109 |
| CUSIP No. G9440A109 | 13G/A | Page 5 of 7 Pages |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: | ||
| (a) | ¨ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | ¨ | Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ |
Employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
| |
| (g) | ý |
Parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | ¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
| |
| (j) | ý | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | |
|
If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Ronit Capital LLP is an investment manager, authorized and regulated by the Financial Conduct Authority in the United Kingdom which is comparable to the regulatory scheme applicable to the investment advisers covered by Item 3(e) above. |
| Item 4. | OWNERSHIP: |
| The information required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. | |
| The percentages used herein are calculated based upon 18,134,094 Class A Common Shares outstanding as of September 30, 2023, as reported in Exhibit 99.2 attached to the Company's Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission on November 8, 2023. |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS: |
| Not applicable. |
| CUSIP No. G9440A109 | 13G/A | Page 6 of 7 Pages |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON: |
| See Item 2. |
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY: |
| Not applicable. |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP: |
| Not applicable. |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP: |
| Not applicable. |
| Item 10. | CERTIFICATION: |
| Each of the Reporting Persons hereby makes the following certification: | |
| By signing below each Reporting Person certifies that, to the best of its or his knowledge and belief, (i) the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect and (ii) the foreign regulatory scheme applicable to Ronit Capital LLP is substantially comparable to the regulatory scheme applicable to the functionally equivalent U.S. institutions. The Reporting Persons also undertake to furnish to the Commission staff, upon request, information that would otherwise be disclosed in a Schedule 13D. |
| CUSIP No. G9440A109 | 13G/A | Page 7 of 7 Pages |
SIGNATURES
After reasonable inquiry and to the best of its or his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: January 31, 2024
| RONIT CAPITAL LLP | |||
| By: | /s/ Alistair Hawkins | ||
| Name: Alistair Hawkins | |||
| Title: Chief Operating Officer | |||
| /s/ Edward Misrahi | |||
| EDWARD MISRAHI | |||