Vasta Platform Ltd SEC Filings

Vasta Platform Ltd is the subject of an amended Schedule 13G/A in which institutional investor Ronit Capital LLP and individual Edward Misrahi report that they beneficially own 0 Class A common shares of the company, representing 0% of the class as of 12/31/2025. The filing shows they have no sole or shared voting or dispositive power over any Vasta Class A shares.

Ronit Capital LLP is an investment manager organized in the United Kingdom and authorized and regulated by the UK Financial Conduct Authority, while Misrahi is its founding partner and Chief Investment Officer. They state that any securities referred to were held in the ordinary course of business and not for the purpose of changing or influencing control of Vasta Platform Ltd.

Vasta Platform Limited has filed a Form 25, notifying the removal from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934 of its Class A common shares, par value US$0.00005 per share, from the Nasdaq Global Select Market. The notification relates specifically to this class of common shares. The document is signed by Chief Executive Officer Guilherme Alves Mélega, dated 2026-01-20.

Vasta Platform Limited is voluntarily delisting its Class A shares from the Nasdaq Global Select Market after its parent company Cogna Educação S.A. acquired 97.2% of the outstanding shares in a tender offer. Following Cogna’s stated intention to delist and deregister Vasta, the Board of Directors approved the withdrawal and delisting on January 8, 2026, citing the costs of being publicly traded in the United States, a small public shareholder base and an illiquid market for the shares.

Vasta plans to file a Form 25 with the SEC on or about January 19, 2026, and expects the last trading day on Nasdaq to be on or about January 29, 2026. Before January 31, 2026, the company also intends to file a Form 15 to suspend its reporting obligations under the U.S. securities laws, meaning it will no longer provide regular SEC reports to U.S. investors.

Cogna Educação S.A. has reported the final results of its tender offer for all outstanding Class A common shares of Vasta Platform Limited, excluding those it already held. Equiniti Trust Company, LLC advised that approximately 15,526,020 Class A shares were validly tendered and not withdrawn, representing about 97.21% of Vasta’s outstanding Class A shares, with additional Notices of Guaranteed Delivery for 12,855 shares. Cogna has accepted these shares for payment and expects to pay a total of U.S.$77.7 million on December 15, 2025, excluding fees and expenses. After these purchases, Cogna will own about 97.29% of the outstanding Class A shares and intends to delist Vasta from Nasdaq, deregister the shares, and pursue a merger, scheme of arrangement, or compulsory acquisition at the offer price for remaining shareholders.

Vasta Platform Limited filed a Form 6-K as a foreign private issuer, making available its latest financial information to investors. The filing furnishes a press release announcing the company’s financial and operating results for the third quarter of 2025 and includes unaudited condensed interim consolidated financial statements as of September 30, 2025, covering the nine-month periods ended September 30, 2025 and 2024. This provides updated insight into the company’s recent performance and financial position beyond its annual report.

Vasta Platform Limited (VSTA): tender offer update. Cogna Educação S.A. filed Amendment No. 3 to its tender offer for any and all outstanding Class A Common Shares of Vasta Platform Limited, excluding shares already held by Cogna.

What changed: the offer expiration has been extended to 5:00 p.m., New York City time, on December 10, 2025, replacing the prior October 28, 2025 deadline. The exhibit index now includes (a)(5)(iii), a press release announcing this second extension.

Cogna Educação S.A. amended its tender offer for Vasta Platform Limited (VSTA), extending the expiration to 5:00 p.m., New York City time, on October 28, 2025.

The offer covers any and all outstanding Class A common shares traded on Nasdaq, excluding shares held by the purchaser. Related documents, including the Letter of Transmittal and Notice of Guaranteed Delivery, were updated to reflect the new deadline, and a press release announcing the extension was added as an exhibit.

Vasta Platform Ltd. committee reviewed a proposed tender offer for Class A Common Shares and recommended shareholders make individualized decisions based on available information. The committee highlighted that the offer provides cash consideration and liquidity, is not subject to a financing condition, is being made to all shareholders, and thus could be completed relatively quickly. It noted factors supporting likely completion, including the purchaser's financial resources and concentrated ownership, and also noted risks if minimum tender conditions are unmet. The committee referenced book value and 30-day VWAP as benchmarks and mentioned potential compulsory acquisition under Cayman Islands law for non-participating holders.

Cogna Educação S.A. has filed preliminary communications indicating its intention to launch an all-cash tender offer to acquire all outstanding Class A common shares of Vasta Platform Limited that it does not already own.

The planned tender offer would be directed to holders of Vasta’s Class A shares listed on Nasdaq, with full terms to be provided later in a formal offer to purchase on Schedule TO and a related Schedule 14D-9 recommendation from Vasta. The communication stresses that the tender offer has not yet commenced and will only be made where permitted by law, and that investors should carefully read the forthcoming SEC documents before deciding whether to tender their shares.