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                                                            March 18, 2020

M rio Ghio Junior
Chief Executive Officer
Vasta Platform Ltd
Av. Paulista, 901, 5th Floor
Bela Vista,
S o Paulo   SP, 01310-100, Brazil

       Re: Vasta Platform Ltd
           Draft Registration Statement on Form F-1
           Submitted February 20, 2020
           CIK No. 0001792829

Dear Mr. Junior:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Form F-1 (DRS) Submitted February 20, 2020

Summary, page 1

1.     We note that as currently drafted, the summary is overly detailed and
repeats a significant
       amount of information that is included elsewhere in the document. Please
revise your
       summary to provide a brief overview of the key aspects of the offering
and your business
       and highlight those points in clear, plain language. Refer to Item
503(a) of Regulation S-
       K.

2.     We note your reference to Annual Contract Value Bookings, or ACV,
throughout the
       registration statement. Your disclosure on page 81 states that you
generally deliver
 M rio Ghio Junior
FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd
Comapany2020
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         educational materials to schools in the last calendar quarter of each
year and recognize
         revenue when the customers obtain control over the materials, which
means that your
         results of operations for the last quarter of a given fiscal year
contain revenues related to
         the content that will be used by schools in the following school year.
However, you note
         that ACV Bookings is designed to show amounts that you expect to be
recognized as
         revenue for the twelve-month period from October 1 through September
30 of the
         following fiscal year. Please tell us why you do not rely on the
amount recognized for the
         last quarter of a given fiscal year to assess the revenue you expect
to receive for a
         particular school year, and why instead it is necessary to calculate
ACV. Please also tell
         us how ACV differs from the amount recognized as revenue related to
content that will be
         used by schools in the following school year.
3.       We note your disclosure of the LTV/CAC ratio and your method of
calculation. Please
         tell us why you believe this information is appropriate to include in
your Summary, and
         tell us why this ratio accounts only for subscription arrangements and
appears to exclude
         your other solutions which represent approximately 1/3 of your
revenues.
4.       Please clearly disclose in the Summary the total amount of your
outstanding
         indebtedness. Please also disclose that you recently incurred
additional outstanding debt
         in the amount of R$1.5 billion from your parent company and you are
required to allocate
         50% of the use of proceeds from any liquidity event to repay the loan,
you cannot obtain
         any new loans unless the proceeds will be used to repay such loan, and
you cannot pledge
         shares and/or dividends. Please explain how these restrictions may
impact your ability to
         operate your business. Please also clearly state that you intend to
use approximately two-
         thirds of the net proceeds from this offering to repay this debt.
5.       Please clearly state in your summary that your parent company will
control the outcome
         of all decisions at your shareholders' meetings, will be able to elect
a majority of your
         board, and will be able to direct all actions relating to your
business strategy, financing,
         acquisitions and distributions.
Our Results, page 3

6.       Please revise to provide context for the financial and operating
information disclosed in
         this section. As one example, please explain the reason for the
substantial decrease in net
         loss between the periods presented. Please provide similar disclosure
where there are
         unique events aside from organic growth that explain the changes in
period-to-period
         results, such as the consolidation and integration of Livro Facil. In
addition, given your
         history of net losses, please tell us why you believe it is
appropriate to characterize your
         growth as occurring at "sustainably profitable levels."
Our Addressable Market and Opportunity for Growth, page 4

7.       We note your reference to Oliver Wyman as providing data concerning
your total
         addressable market (TAM). Please tell us whether you commissioned
Oliver Wyman to
         provide you with the study cited in your disclosure for use in the
registration statement. If
 M rio Ghio Junior
FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd
Comapany2020
March 18, NameVasta Platform Ltd
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         so, please identify in your disclosure that you commissioned the study
and file a consent
         from Oliver Wyman as an exhibit to the registration statement. See
Securities Act Rule
         436.
8.       We note your statements as to your total addressable market, as well
as the information
         about students enrolled in both public and private schools in Brazil.
Given that you
         service primarily private schools, please tell us whether the TAM
includes both public and
         private schools, and, if so, please tell us why you believe this is
appropriate. Please also
         explain the relevance of the discussion here and throughout your
registration statement of
         the number of students in public school both in Brazil and worldwide.
Our Products and Services, page 6

9.       Please disclose here and elsewhere as appropriate the percentage of
your revenue that is
         derived from your Content & EdTech Platform versus your Digital
Platform. Please also
         clarify whether all revenue generated from your Content & EdTech
Platform is from
         subscription arrangements that occur in the form of long-term
contracts.
Our Corporate Structure, page 14

10.      The chart depicting your corporate structure prior to the corporate
reorganization is not
         legible. Please revise.
Corporate structure following the corporate reorganization..., page 16

11.      Please revise to show the percentage ownership of Vasta that will be
held by public
         shareholders, insiders and your parent company following completion of
the offering.
         Please clearly indicate that public shareholders will not have any
ownership in Cogna or
         any of the entities held by Cogna aside from Vasta.
The Offering , page 19

12.      We note that you intend to be listed on either the NYSE or Nasdaq.
Please tell us whether
         you will be deemed a "controlled company" as defined by the market on
which you intend
         to list your Class A common stock and, if so, whether you intend to
rely on any
         exemptions as a controlled company. If applicable, please disclose on
the prospectus
         cover page and in the prospectus summary that you are a controlled
company, and include
         a risk factor that discusses the effect, risks and uncertainties of
being a controlled
         company.
Our activities will consist of a carve-out of the K-12 B2B business..., page 30

13.      We note that the corporate reorganization requires approval by various
regulatory
         agencies, therefore you cannot guarantee that you will be able to
migrate and transfer the
         carved-out business. Please clearly state whether the corporate
reorganization will be
         complete prior to the IPO, including the migration and transfer of the
relevant businesses.
         In the event that it will not, please explain the specific impact on
your business if you are
 M rio Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 4
         not able to migrate and transfer the carved-out business, including
how it would impact
         your current business plan and your ability to operate and manage your
business. Please
         provide similar disclosure in your Summary.
Any increase in late payment and/or default in the payment of amounts due...,
page 33

14.      Please disclose whether any historical changes in the rates of default
or late payments
         have had a material impact on your results of operations. If so,
please explain the specific
         circumstances and quantify the impact.
The Saraiva brand is owned by Saraiva Gestao de Marcas S.A...., page 35

15.      Please disclose the extent to which your company relies on the Saraiva
brand, and please
         disclose whether the inability to use the Saraiva brand would have a
material impact on
         your financial condition or results of operations.
We have a significant amount of debt..., page 36

16.      Please quantify the amount of the company's total indebtedness and
disclose the expected
         debt service obligation. Please also disclose any material terms of
your indebtedness,
         including material covenants and events of default. Please file the
debentures and other
         material debt obligations as exhibits to the registration statement.
PAR, or "Partnership" (Parceria), is part of our business model..., page 37

17.      Please disclose the percentage of your revenue which comes from PAR
contracts. Please
         also disclose how the inability to guarantee that PAR-related
materials are sold
         exclusively by your partner schools or by you has adversely impacted
past revenue,
         including quantifying such impact.
Failure to prevent or detect a malicious cyber-attack..., page 41

18.      Please tell us whether you have experienced any material disruptions,
outages, cyber-
         attacks, attempts to breach your systems, or other similar incidents.
If so, please disclose
         such incidents, including the cost and impact of such incidents.
Please also disclose
         the nature of the board's role in overseeing the company's
cybersecurity risk management.
Unfavorable decisions in our legal or administrative proceedings, page 44

19.    We note that your subsidiary which operates the Anglo brand is party to
an arbitration
       proceeding with the sellers of the Anglo business regarding indemnities
for contractual
       contingencies. Please describe the impact of the result of an adverse
decision in the
FirstName LastNameM rio Ghio Junior
       arbitration proceeding, including how it could impact your operation of
the Anglo brand,
Comapany NameVasta Platform Ltdmaterially impact your financial condition and
results of
       if at all, and whether it could
March operations.
       18, 2020 Page 4
FirstName LastName
 M rio Ghio Junior
FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd
Comapany2020
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Use of Proceeds, page 69

20.      Please expand your disclosure to set forth the interest rate and
maturity of such debt to be
         repaid from the net proceeds of the offering. Also, we note you
entered into a
         memorandum of understanding for the acquisition of a company in
November 2019. If
         the proceeds may or will be used to finance this acquisition or other
businesses, give a
         brief description of such businesses and information on the status of
the acquisitions.
         Refer to Item 3.C of Form 20-F.
Dividends and Dividend Policy, page 70

21.      Please disclose any current restrictions on your ability to pay
dividends, whether imposed
         by terms of your debt facilities, or otherwise.
Capitalization, page 71

22.      Please revise your narrative description and table to reflect the
issuance of the Class B
         common shares occurring prior the consummation of the offering. In
addition, please
         format your table for disclosure, when known, of the number of shares
issued and
         outstanding adjusted for the issuance of the Class B common shares and
as further
         adjusted giving effect to the issuance and sale of the Class A common
shares.
Selected Financial and Other Information, page 75

23.      Please correct the alignment of the Statement of Profit or Loss line
items on page 75 with
         the corresponding amounts. For example, the amounts disclosed for Net
(loss) profit for
         the period/year appear to represent Net revenue from sales and
services.
ACV Bookings, page 76

24.      Please disclose the number of enrolled students and average ticket in
deriving your
         preliminary result of ACV Bookings for the 2020 sales cycle of October
2019 to
         September 2020.
Reconciliation of our Adjusted EBITDA to Net Profit (Loss) for the Period /
Year, page 77

25.      We note you have excluded editorial costs from Adjusted EBITDA. You
have disclosed
         that these costs consist of costs incurred for the production of
content for books and
         courseware for your learning systems, including expenses with payroll
related directly to
         these activities, publishing and purchase of contractual rights for
illustrations, pictures and
         texts. It appears these costs are normal, recurring cash operating
expenses necessary to
         operate your business. As such, please remove this reconciling item
from this non-GAAP
         measure, or tell us why you believe it is permissible. Refer to
Question 100.1 of the
         Compliance and Disclosure Interpretations for Non-GAAP Measures last
updated April 4,
         2018.
 M rio Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 6
26.      Please correct the headers to align the headers with the appropriate
periods presented.
Calculation of Adjusted Cash Conversion Ratio for the Period / Year, page 78

27.      It appears the line of demarcation is incorrectly placed in this table
and the financial
         information for the Successor for October 11 to December 31, 2018 has
been omitted.
         Please revise.
Overview, page 79

28.      We note your discussions of revenue characterized as subscription
arrangements including
         the percentage of such revenue of your total net revenue and your
revenue retention rate
         for subscription arrangements. You disclose on page 82 that learning
systems, PAR, and
         complementary solutions revenues comprise the net revenue
characterized as subscription
         arrangements. Please tell us where PAR revenues are included in your
breakdown of net
         sales, that is, if these revenues are included within textbooks, other
services or elsewhere
         and your consideration of disclosing the amount of subscription
arrangements revenue.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Business Metrics, page 80

29.      Please revise these metrics to present them on the same basis as your
audited annual and
         unaudited interim financial statements. Specifically, these metrics
should be presented by
         similar period and entity, with the line of demarcation, as your
financial statements, for
         consistency.
Our Incorporation and Corporate Reorganization, page 83

30.    Reference is made to the third and fourth paragraph. You state that at
the time of your
       incorporation on October 16, 2019 Cogna together with its wholly-owned
subsidiary EDE,
       held a 100% ownership interest in Saber. You also state that on December
17, 2019
FirstName LastNameM rio Ghio Junior
       Cogna increased its equity interest in Saber and now owns a 70.53%
interest in Saber.
Comapany NameVasta Platform Ltd
       Please clarify the events resulting in the change in Cogna's ownership
interest from 100%
March to 70.53%.
       18, 2020 Page 6
FirstName LastName
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FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd
Comapany2020
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Presentation of Financial Information, page 84

31.      We note your disclosure here that, for convenience purposes only, you
have added
         together the results of operations of the Successor for the period
from October 11, 2018 to
         December 31, 2018 with those of the Predecessors for the period from
January 1, 2018 to
         October 10, 2018. Please note this presentation and discussion is not
appropriate as
         it combines two different basis of accounting. Please revise your
discussion to include
         separate discussions of material events and circumstances influencing
these individual
         periods.
32.      As a related matter, we would not object to the presentation of pro
forma financial
         information for purposes of a supplemental streamlined comparative
discussion, as long as
         the pro forma presentation is fully compliant with Article 11 of
Regulation S-X. If you
         determine such a presentation is appropriate, disclosure should be
provided to explain how
         the pro forma presentation was derived, why you believe it is useful,
and any potential
         risks associated with using the presentation (the potential that such
results might not
         necessarily be indicative of future results for example, depending on
how the information
         has been prepared, and the period that it covers). Typically, the
presentation of complete
         pro forma financial information reflecting the adjustments in MD&A
will be necessary in
         order to facilitate an understanding of the basis of the information
being discussed. The
         supplemental discussion based on Article 11 pro forma financial
information should not
         be presented with greater prominence than the discussion of the
historical financial
         statements.

Business, page 118

33.      We note that you have been operating, and continue to operate, at a
net loss. Please revise
         your disclosure in this section and elsewhere as appropriate to
prevent a balanced
         discussion of your financial performance and your planned business
activities and address
         generally whether you anticipate that you will continue to operate at
a net loss for the
         foreseeable future.
34.      We note your chart on page 121, and the lead-in that says the chart
shows a summary of
         your market position among private K-12 schools. Please clarify
whether this chart shows
         your current market share, or if it is intended to show something
else. Please revise to
         clarify the meaning and relevance of this chart.
35.      We note your disclosure on page 121 that "[s]chools that adopt [y]our
platform are able to
         increase academic quality and enhance their operating and financial
performance." Please
         tell us why you believe that your platform is the reason for a
school's increase in academic
         quality or financial performance, and how you are able to make this
determination. Please
         also explain what you mean by your statement on page 124 that you are
the start of a
         "virtuous cycle" for all of your stakeholders.
 M rio Ghio Junior
Vasta Platform Ltd
March 18, 2020
Page 8
Our Competitive Strengths, page 121

36.      We note your statement that you are pioneering the incorporation of
neuroscience
         elements into your educational platform and are the exclusive
distributors of BrainCo
         technologies, which include headbands that measure brain activity
through an algorithm
         developed at NASA. Please disclose the number of partner schools that
are currently
         purchasing such technology from you and using it in the classrooms.
37.      We note the chart provided on page 122. Please explain the difference
in the gray versus
         pink areas of the chart, and what the chart is supposed to represent.
Our Growth Strategy, page 125

38.      We note your growth strategy does not include the acquisition of
additional
         complimentary educational companies, but note that you built the
company by engaging
         in 18 mergers and you reference potential acquisitions in your Use of
Proceeds
         disclosure. As such it would appear that acquisitions are a
significant part of your growth
         strategy. Please expand your disclosure in this section to more fully
discuss your
         acquisition strategy and whether you intend to continue such strategy,
including the
         factors that you will consider in deciding whether or not to acquire
complementary
         businesses. Please also consider augmenting your risk factor on page
58 entitled "We
         may need to raise additional capital in the future by issuing
securities, use our Class A
         common shares as acquisition consideration..." to reflect the risk to
shareholders
         should you issue additional Class A shares in connection with one or
more acquisitions.


39.      We note your intent to convert your current base of partner schools
without long-term
         contracts into clients with subscription arrangements, including your
belief that you could
         expand from the current 1.2 million students covered by long-term
contracts to 3.0 million
         students covered by such contracts. Please disclose your conversion
rates from prior
         periods for transitioning existing customers into long-term contracts
so that investors can
         better understand the likelihood that current customers will convert
to long-term
         contracts.
Geographical Presence, page 139

40.      Please explain what you mean by the statement that you "have the
largest school chain in
         the country."
Competition, page 144
FirstName LastNameM rio Ghio Junior
Comapany NameVasta Platform Ltd
41.    Please tell us how you have determined that you are the only
"one-stop-partner able to
March cater to schools' entire ecosystem."
       18, 2020 Page 8
FirstName LastName
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FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd
Comapany2020
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Legal and Administrative Proceedings, page 145

42.      We note that you are involved in certain judicial and administrative
tax and social security
         proceedings for which you have recorded a provision of R$545.6
million, and that there
         can be no assurance that these proceedings would not have a
significant effect on your
         financial position or profitability if decided adversely to the
company. Please provide
         material information relating to the proceedings including the
jurisdiction of such
         proceedings, a general description of the facts underlying such
proceedings, and the
         current status of such proceedings.
Employment Agreements, page 156

43.      Please file the employment agreements with your executive officers and
directors as
         exhibits to the registration statement.
Related Party Transactions, page 160

44.      Please file the agreements referenced in this section as exhibits to
the registration
         statement, or tell us why you believe you are not required to do so.
U.S. Federal Income Tax Considerations, page 179

45.      We note the statement that [i]n the opinion of Davis Polk & Wardwell
LLP, the following
         summary described the material U.S. federal income tax consequences.
Please tell us if
         you plan to provide a tax opinion.
VASTA Platform (Successor)
Combined Carve-out Financial Statements as of December 31, 2018 and October 11,
2018 and
for the period from October 11 to December 31, 2018
General, page F-36

46.      Please revise the presentation of revenues on the face of your income
statements and
         throughout your filing to separately state revenues from products and
services. Refer to
         the guidance in Rule 5-03 of Regulation S-X.
9. Trade Receivables
c. Impairment losses on trade receivables, page F-68

47.      Please reconcile the total past due as of October 11, 2018 here of
R$26,616 with the
         beginning balance of R$22,907 on the following page.
 M rio Ghio Junior
FirstName LastNameM rio Ghio Junior
Vasta Platform Ltd
Comapany2020
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FirstName LastName
Vasta, Inc.
Combined Carve-out Financial Statements as of December 31, 2018 and October 11,
2018 and
for the Period from October 11 to December 31, 2018
25. Segment Reporting, page F-81

48.      Please tell us why and the basis under which you have presented
Consolidated Adjusted
         EBITDA in your segment note.
        You may contact Amy Geddes, Staff Accountant at 202-551-3304 or Donna
Di Silvio,
Staff Accountant at 202-551-3202 if you have questions regarding comments on
the financial
statements and related matters. Please contact Scott Anderegg, Staff Attorney
at 202-551-3342
or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Trade &
Services
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