Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
*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 disclosures provided in a prior cover page.
The information required on 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. G04553106
|
SCHEDULE 13G
|
Page 2 of 25
|
1
|
NAME OF REPORTING PERSON
General Atlantic, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 3 of
25
|
1
|
NAME OF REPORTING PERSON
GAP (Bermuda) L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 4 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 5 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 6 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 7 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic (SPV) GP (Bermuda), LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 8 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic (Lux)
S.à.r.l.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
CO
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 9 of
25
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments III, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 10 of
25
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 11 of
25
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments V, LLC
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
OO
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 12 of
25
|
1
|
NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 13 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 14 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 15 of
25
|
1
|
NAME OF REPORTING PERSON
General Atlantic Arco (Bermuda) 2, L.P.
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☒
|
3
|
SEC USE ONLY
|
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda
|
|
NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,829,176
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,829,176
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176
|
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
☐
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1%
|
|
12
|
TYPE OF REPORTING PERSON
PN
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 16 of 25
|
Item 1.
|
(a)
|
NAME OF ISSUER
|
|
|
|
|
|
Arco Platform Ltd. (the “Company”).
|
|
|
|
|
(b)
|
ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
|
|
|
|
|
|
Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil
|
|
|
|
Item 2.
|
(a)
|
NAMES OF PERSONS FILING
|
This Statement is being filed on behalf of each of the following persons
(collectively, the “Reporting Persons”):
|
(i)
|
General Atlantic, L.P. (“GA LP”)
|
|
|
|
|
(ii)
|
GAP (Bermuda) L.P. (“GAP Bermuda LP”);
|
|
|
|
|
(iii)
|
General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”);
|
|
|
|
|
(iv)
|
General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”);
|
|
|
|
|
(v)
|
General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”);
|
|
|
|
|
(vi)
|
General Atlantic (SPV) GP (Bermuda), LLC (“GA SPV Bermuda”);
|
|
|
|
|
(vii)
|
General Atlantic (Lux) S.à.r.l. (“GA Lux”);
|
|
|
|
|
(viii)
(ix)
(x)
(xi)
|
GAP Coinvestments III, LLC (“GAPCO III”)
GAP Coinvestments IV, LLC (“GAPCO IV”)
GAP Coinvestments V, LLC (“GAPCO V”)
GAP Coinvestments CDA, L.P. (“GAPCO CDA”)
|
|
|
|
|
(xii)
|
General Atlantic GenPar (Lux) SCSp (“GA GenPar Lux”);
|
|
(xiii)
(xiv)
|
General Atlantic Partners (Lux), SCSp (“GAP Lux”);
General Atlantic Arco (Bermuda) 2, L.P. (“GA Arco”);
|
GAP Bermuda IV, GAP Bermuda EU and GAP Lux are collectively referred
to as the “GA Funds.” GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “Sponsor
Coinvestment Funds.”
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 17 of 25
|
|
(b)
|
ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
|
The mailing address of GAP Bermuda LP, GenPar Bermuda, GAP Bermuda
IV, GAP Bermuda EU, GA SPV Bermuda, and GA Arco is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The mailing address of GA
Lux, GA GenPar Lux, and GAP Lux is Luxembourg is 412F, Route d’Esch, L-2086 Luxembourg. The mailing address of each of the Sponsor
Coinvestment Funds and GA LP is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055.
|
(i)
|
GA LP – Delaware
|
|
|
|
|
(ii)
|
GAP (Bermuda) L.P. – Bermuda
|
|
|
|
|
(iii)
|
GenPar Bermuda – Bermuda
|
|
|
|
|
(iv)
|
GAP Bermuda IV – Bermuda
|
|
|
|
|
(v)
|
GAP Bermuda EU – Bermuda
|
|
|
|
|
(vi)
|
GA SPV Bermuda – Bermuda
|
|
|
|
|
(vii)
|
GA Lux – Luxembourg
|
|
|
|
|
(viii)
(ix)
(x)
(xi)
(xii)
|
GAPCO III – Delaware
GAPCO IV – Delaware
GAPCO V – Delaware
GAPCO CDA – Delaware
GA GenPar Lux – Luxembourg
|
|
|
|
|
(xiii)
|
GAP Lux – Luxembourg
|
|
|
|
|
(xiv)
|
GA Arco – Bermuda
|
|
|
|
|
(d)
|
TITLE OF CLASS OF SECURITIES
|
Class A common shares, par value $0.00005 per share (the “common
shares”).
G04553106.
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 18 of 25
|
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:
|
Not applicable.
As of December 10, 2021, the Reporting Persons owned the following
number of the Company’s common stock:
|
(i)
|
GA LP owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(ii)
|
GAP Bermuda LP owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(iii)
|
GenPar Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(iv)
|
GAP Bermuda IV owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(v)
|
GAP Bermuda EU owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(vi)
|
GA SPV Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(vii)
|
GA Lux owned of record no common shares or 0.0% of the issued and outstanding common shares
|
|
|
|
|
(viii)
(ix)
(x)
(xi)
(xii)
|
GAPCO III owned of record no common shares or 0.0% of the issued and outstanding
common shares
GAPCO IV owned of record no common shares or 0.0% of the issued and outstanding
common shares
GAPCO V owned of record no common shares or 0.0% of the issued and outstanding
common shares
GAPCO CDA owned of record no common shares or 0.0% of the issued and outstanding
common shares
GA GenPar Lux owned of record no common shares or 0.0% of the issued and
outstanding common shares
|
|
|
|
|
(xiii)
(xiv)
|
GAP Lux owned of record no common shares or 0.0% of the issued and outstanding
common shares
GA Arco owned of record 1,829,176 common shares or 6.1% of the issued
and outstanding common shares
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 19 of 25
|
The GA Funds and the Sponsor Coinvestment Funds share beneficial
ownership of the common shares held of record by GA Arco. The general partner of GA Arco is GA SPV Bermuda. The general partner of GAP
Lux is GA GenPar Lux, and the general partner of GA GenPar Lux is GA Lux. The general partner of GAP Bermuda EU and GAP Bermuda IV, and
the sole shareholder of GA Lux, is GenPar Bermuda. GAP Bermuda LP, which is controlled by the Management Committee of GASC MGP, LLC (the
“Management Committee”), is the general partner of GenPar Bermuda and the managing member of GA SPV Bermuda. GA LP,
which is also controlled by the Management Committee, is the managing member of GAPCO III, GAPCO IV and GAPCO V, and the general partner
of GAPCO CDA. As of the date hereof, there are nine members of the Management Committee. By virtue of the foregoing, the Reporting Persons
may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members
of the Management Committee disclaims ownership of the common shares reported herein except to the extent he or she has a pecuniary interest
therein. The name, the business address and the citizenship of each of the members of the Management Committee as of the date hereof is
attached hereto as Schedule A and is hereby incorporated by reference.
Amount Beneficially Owned:
By virtue of the relationship described above, each of the Reporting
Persons may be deemed to beneficially own 1,829,176 common shares.
Percentage Owned:
All calculations of percentage ownership herein are based on an aggregate
of 30,200,551 Class A common shares reported by the Company to be outstanding as reflected in the Company’s Unaudited Interim Condensed
Consolidated Financial Statements as of September 30, 2021, filed on Form 6-K with the U.S. Securities and Exchange Commission on November
29, 2021.
Number of Shares as to Which Such Person Has Sole/Shared Power
to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:
(i)
|
Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the common shares as indicated on such Reporting Person’s cover page included herein.
|
(ii)
|
Each of the Reporting Persons may be deemed to share the power to direct
the voting and dispositions of the 1,829,176 common shares that may be deemed to be owned beneficially by each of them.
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 20 of 25
|
Item 5.
|
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
|
Not applicable.
Item 6.
|
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
|
Not applicable.
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
|
See Item 4, which states the identity of the members of the group
filing this Schedule 13G.
Item 9.
|
NOTICE OF DISSOLUTION OF GROUP
|
Not applicable.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above 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, other than activities solely in connection with a nomination under § 240.14a-11.
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 21 of 25
|
Exhibit Index
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 22 of 25
|
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of December 10, 2021
|
GENERAL ATLANTIC, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GAP (BERMUDA) L.P.
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
|
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA) L.P., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 23 of 25
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA)
IV, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
Title:
|
Michael Gosk
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC
|
|
|
By:
|
GAP (BERMUDA) L.P., its managing member
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC (LUX) S.À.R.L.
|
|
|
|
|
|
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
Title:
|
Manager A
|
|
|
|
|
|
|
|
By:
|
/s/ Gregor Dalrymple
|
|
|
|
Name:
Title:
|
Gregor Dalrymple
Manager B
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 24 of 25
|
|
GAP COINVESTMENTS III, LLC
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GAP COINVESTMENTS IV, LLC
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS V, LLC
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS CDA, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
CUSIP No. G04553106
|
SCHEDULE 13G
|
Page 25 of 25
|
|
GENERAL ATLANTIC GENPAR (LUX) SCSp
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC (LUX)
S.À R.L., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/
Ingrid van der Hoorn
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
Title:
|
Manager A
|
|
|
|
|
|
|
|
By:
|
/s/ Gregor Dalrymple
|
|
|
|
Name:
Title:
|
Gregor Dalrymple
Manager B
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC PARTNERS (LUX), SCSp
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC (LUX) S.À.R.L., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
Name:
Title:
|
Ingrid van der Hoorn
Manager A
|
|
|
|
|
|
|
|
By:
|
/s/ Gregor Dalrymple
|
|
|
|
Name:
|
Gregor Dalrymple
|
|
|
|
Title:
|
Manager B
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA) L.P., its managing member
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
SCHEDULE A
Members of the Management Committee (as
of the date hereof)
Name
|
Business Address
|
Citizenship
|
William E. Ford
(Chief Executive Officer)
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Gabriel Caillaux
|
23 Savile Row
London W1S 2ET
United Kingdom
|
France
|
Andrew Crawford
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Martín Escobari
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
Bolivia and Brazil
|
Anton J. Levy
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Sandeep Naik
|
Asia Square Tower 1
8 Marina View, #41-04
Singapore 018960
|
United States
|
Graves Tompkins
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
N. Robbert Vorhoff
|
55 East 52nd Street
33rd Floor
New York, New York 10055
|
United States
|
Eric Zhang
|
Suite 5704-5706, 57F
Two IFC, 8 Finance Street
Central, Hong Kong, China
|
Hong Kong SAR
|
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that
the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information
is accurate.
Dated as of December 10, 2021
|
GENERAL ATLANTIC, L.P.
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GAP (BERMUDA) L.P.
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P.
|
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA) L.P., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA)
IV, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA), L.P., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
Title:
|
Michael Gosk
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC
|
|
|
By:
|
GAP (BERMUDA) L.P., its managing member
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC (LUX) S.À.R.L.
|
|
|
|
|
|
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
Title:
|
Manager A
|
|
|
|
|
|
|
|
By:
|
/s/ Gregor Dalrymple
|
|
|
|
Name:
Title:
|
Gregor Dalrymple
Manager B
|
|
|
GAP COINVESTMENTS III, LLC
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GAP COINVESTMENTS IV, LLC
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS V, LLC
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its managing member
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
|
|
|
GAP COINVESTMENTS CDA, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC, L.P., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|
|
|
|
GENERAL ATLANTIC GENPAR (LUX) SCSp
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC (LUX)
S.À R.L., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/
Ingrid van der Hoorn
|
|
|
|
Name:
|
Ingrid van der Hoorn
|
|
|
|
Title:
|
Manager A
|
|
|
|
|
|
|
|
By:
|
/s/ Gregor Dalrymple
|
|
|
|
Name:
Title:
|
Gregor Dalrymple
Manager B
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC PARTNERS (LUX), SCSp
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC (LUX) S.À.R.L., its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Ingrid van der Hoorn
|
|
|
|
Name:
Title:
|
Ingrid van der Hoorn
Manager A
|
|
|
|
|
|
|
|
By:
|
/s/ Gregor Dalrymple
|
|
|
|
Name:
|
Gregor Dalrymple
|
|
|
|
Title:
|
Manager B
|
|
|
|
|
|
|
|
|
|
|
GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P.
|
|
|
|
|
|
|
|
By:
|
GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner
|
|
|
|
|
|
|
By:
|
GAP (BERMUDA) L.P., its managing member
|
|
|
|
|
|
|
By:
|
/s/ Michael Gosk
|
|
|
|
Name:
|
Michael Gosk
|
|
|
|
Title:
|
Managing Director
|
|
|
|
|