As filed with the Securities and Exchange Commission
on September 4, 2025
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Vasta Platform
Limited
(Exact Name of Registrant as specified in its charter)
| The Cayman Islands |
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N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
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Av. Paulista, 901, 5th Floor
Bela Vista
São Paulo – SP, 01310-100, Brazil
+55 11 3133-7311 |
|
(Address, including zip code, and telephone number,
including area code, of Principal Executive Offices)
Vasta Platform Limited 2023 Long-Term Incentive
Plan
(Full title of the plans)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(212) 947-7200
(Name, address and telephone number, including
area code, of agent for service)
Copies to:
Manuel Garciadiaz
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ |
Accelerated filer ☐ |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) |
Smaller reporting company ☐ |
| Emerging Growth Company ☒ |
|
| |
|
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I
INFORMATION REQUIRED IN
THE SECTION 10(a) PROSPECTUS
The documents containing the information specified
in Item 1 and Item 2 of Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act. In
accordance with the rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”) and the instructions
to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 under the Securities Act.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein
by reference:
(a) Annual Report of the Registrant on Form 20-F
for the year ended December 31, 2024 (File/Film No. 001-39415/25847200), filed with the Commission on April 17, 2025;
(b) All reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since December 31, 2024; and
(c) The description of the Registrant’s
share capital which is contained in the Registrant’s Registration Statement on Form 8-A (Registration No. 333-239686), dated
July 29, 2020, including any amendments or supplements thereto.
In addition, all documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
the post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining
unsold, including any Reports of Foreign Private Issuers on Form 6-K submitted during such period (or portion thereof) that is identified
in such form as being incorporated by reference into this Registration Statement, shall be deemed to be incorporated by reference in the
Registration Statement and to be part thereof from the date of filing of such documents. The Registrant is not incorporating by reference
any documents or portions thereof, whether specifically listed above or filed in the future, that are not deemed “filed” with
the Commission.
Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently filed document which also is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Companies Act does
not limit the extent to which a company’s articles of association may provide for indemnification of directors and officers, except
to the extent that it may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against
civil fraud or the consequences of committing a crime. The Registrant’s Articles of Association provide that we shall indemnify
and hold harmless our directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages, liabilities,
judgments, fines, settlements and other amounts incurred or sustained by such directors or officers, other than by reason of such person’s
dishonesty, willful default or fraud, in or about the conduct of our company’s business or affairs (including
as a result of any mistake of judgment) or
in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the
foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise)
any civil, criminal or other proceedings concerning Registrant or our affairs in any court whether in the Cayman Islands or elsewhere.
This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to the Registrant’s directors, officers or persons controlling
us under the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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Exhibit
Number |
|
| 4 |
Memorandum and Articles of Association of Vasta (incorporated herein by reference to Exhibit 3.1 of the Registrant’s Registration Statement on Form F-1, Amendment No.1, filed with the SEC on July 23, 2020) (Registration No. 333-239686)) |
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| 5.1* |
Opinion of Maples and Calder (Cayman) LLP, Cayman Islands counsel of Vasta, as to the validity of the Class A Common Shares |
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| 23.1* |
Consent of Maples and Calder (Cayman) LLP, Cayman Islands counsel of Vasta, (included in Exhibit 5) |
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| 23.2* |
Consent of KPMG Auditores Independentes Ltda., an independent registered public accounting firm |
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| 24* |
Powers of Attorney (included in the signature pages hereto) |
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| 99.1* |
Vasta Platform Limited 2023 Long-Term Incentive Plan |
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| 107* |
Filing Fee Table |
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* Filed herewith |
Item 9. Undertakings.
(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective Registration Statement;
(iii) To
include any material information with respect to the Plans not previously disclosed in this Registration Statement or any material change
to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that
are incorporated by reference in this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(b) The
undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions referenced in Item 6 of this Registration Statement, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Registration
Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in
São Paulo, Brazil, on this 4th day of September, 2025.
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Vasta Platform Limited |
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By: |
/s/ Guilherme Alves Mélega |
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Name: |
Guilherme Alves Mélega |
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Title: |
Chief Executive Officer |
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By: |
/s/ Cesar Augusto Silva |
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Name: |
Cesar Augusto Silva |
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Title: |
Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below constitutes and appoints Guilherme Alves Mélega and Cesar Augusto
Silva as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, to do any and all
acts and things and execute, in the name of the undersigned, any and all instruments which said attorneys-in-fact and agents may deem
necessary or advisable in order to enable Vasta Platform Limited to comply with the Securities Act of 1933, as amended, and any requirements
of the Securities and Exchange Commission in respect thereof, in connection with the filing with the Securities and Exchange Commission
of one or more registration statements on Form S-8 under the Securities Act of 1933, as amended, including, specifically, but without
limitation, power and authority to sign the name of the undersigned to any such registration statement, and any amendments to any such
registration statement (including post-effective amendments), and to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, to sign any and all applications, registration statements, notices or other documents
necessary or advisable to comply with applicable state securities laws, and to file the same, together with other documents in connection
therewith with the appropriate state securities authorities, granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and to perform each and every act and thing requisite or necessary to be done in and about the premises, as fully
and to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, and any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
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Title |
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Date |
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| /s/ Guilherme Alves Mélega |
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Chief Executive Officer and Director |
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September 4, 2025 |
| Guilherme Alves Mélega |
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(Principal Executive Officer) |
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| /s/ Cesar Augusto Silva |
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Chief Financial Officer |
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September 4, 2025 |
| Cesar Augusto Silva |
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(Principal Financial Officer and Principal Accounting Officer) |
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| /s/ Rodrigo Calvo Galindo |
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Director and Chairman |
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September 4, 2025 |
| Rodrigo Calvo Galindo |
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| /s/ Frederico de Villa Cunha |
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Director |
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September 4, 2025 |
| Frederico de Villa Cunha |
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| /s/ Roberto Valério Neto |
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Director |
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September 4, 2025 |
| Roberto Valério Neto |
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| /s/ Ann Marie Williams |
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Independent Director |
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September 4, 2025 |
| Ann Marie Williams |
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| /s/ Andrés Cardó Soria |
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Independent Director |
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September 4, 2025 |
| Andrés Cardó Soria |
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| /s/ Estela Maris Vieira de Souza |
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Independent Director |
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September 4, 2025 |
| Estela Maris Vieira de Souza |
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SIGNATURE
OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities
Act, the undersigned, the duly authorized representative in the United States of the Registrant has signed this Registration Statement
or amendment thereto on the 4th day of September, 2025.
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Colleen A. De Vries |
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Senior Vice President, Cogency
Global Inc.
Authorized U.S. Representative |
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By: |
/s/ Colleen A. De Vries |
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Name: |
Colleen A. De Vrieserme Alves Mélega |
