Amended Statement of Ownership (sc 13g/a)
11 1월 2023 - 4:19AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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SCHEDULE 13G/A |
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Under the Securities Exchange Act of 1934 |
(Amendment No. 1)* |
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Vasta Platform Limited |
(Name of Issuer) |
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Class A Common Shares,
par value $0.00005 per share |
(Title of Class of Securities) |
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G9440A109 |
(CUSIP Number) |
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December 31, 2022 |
(Date of Event Which Requires Filing of this Statement) |
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Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
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ý |
Rule 13d-1(b) |
o |
Rule 13d-1(c) |
¨ |
Rule 13d-1(d) |
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(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
981,691 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
981,691 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
981,691 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
12 |
TYPE OF REPORTING PERSON
PN, FI |
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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
981,691 |
7 |
SOLE DISPOSITIVE POWER
0 |
8 |
SHARED DISPOSITIVE POWER
981,691 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
981,691 |
10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2% |
12 |
TYPE OF REPORTING PERSON
IN, HC |
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CUSIP No. G9440A109 | 13G/A | Page 4 of 7 Pages |
Item 1(a). |
NAME OF ISSUER: |
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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: |
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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: |
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This statement is filed by: |
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(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 |
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(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. |
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The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons." |
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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: |
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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: |
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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: |
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Class A Common Shares, par value $0.00005 per share (the "Class A Common Shares"). |
Item 2(e). |
CUSIP NUMBER: |
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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: |
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(a) |
¨ |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); |
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(b) |
¨ |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
¨ |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
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Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
¨ |
Employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
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(g) |
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Parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G); |
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(h) |
¨ |
Savings association as defined in Section 3(b) of the Federal Deposit Insurance
Act (12 U.S.C. 1813);
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(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);
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(j) |
ý |
Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
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(k) |
¨ |
Group, in accordance with Rule 13d-1(b)(1)(ii)(K). |
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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 |
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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. |
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The percentages used herein are calculated based upon 19,055,864 Class A Common Shares outstanding as of July 15, 2022, 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 August 4, 2022. |
CUSIP No. G9440A109 | 13G/A | Page 6 of 7 Pages |
Item 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. |
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Not applicable. |
Item 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
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See Item 2. |
Item 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. |
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Not applicable. |
Item 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
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Not applicable. |
Item 9. |
NOTICE OF DISSOLUTION OF GROUP. |
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Not applicable. |
Item 10. |
CERTIFICATION. |
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Each of the Reporting Persons hereby makes the following certification: |
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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 10, 2023
RONIT CAPITAL LLP |
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By: |
/s/ Andrew Whiting |
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Name: Andrew Whiting |
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Title: Chief Operating Officer |
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/s/ Edward Misrahi |
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EDWARD MISRAHI |
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