(Amendment No. )*
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f)
or 240.13d-1(g), check the following box ☐.
* 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
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NAME OF REPORTING PERSON
ASCN Investments Ltd.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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SEC USE ONLY
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SOURCE OF FUNDS (See instructions)
OO (1)
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐
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CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
—
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8 |
SHARED VOTING POWER
8,297,485 (2)
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9 |
SOLE DISPOSITIVE POWER
—
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10 |
SHARED DISPOSITIVE POWER
8,297,485 (2)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,297,485 (2)
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
☐
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.0% (3)(4)
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TYPE OF REPORTING PERSON (See instructions)
CO
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_______________
(1) This Schedule
13D is not being filed as a result of any particular acquisition or disposition of Class A Common Shares by the Reporting Persons.
| (2) | Consists of 8,297,485 Class B common shares held of record by ASCN
Investments Ltd., a company controlled by Ari de Sá Cavalcante Neto. Each Class B
common share is convertible into one Class A common share at the option of its holder at any time. |
| (3) | Represents the quotient obtained by dividing (a) the number of Class B common shares beneficially owned
by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,450,551 Class A common shares outstanding as of April 8, 2022,
as reported by the Issuer on the Form 6-K filed with the Securities and Exchange Commission on April 13, 2022, and (ii) the aggregate
number of Class B common shares beneficially owned by the Reporting Person. The aggregate number of Class B common shares beneficially
owned by the Reporting Person as set forth in clauses “(a)” and “(b)” of this footnote are treated as converted
into Class A common shares only for the purpose of computing the percentage ownership of the Reporting Person. |
| (4) | Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes.
The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are
treated as converted into Class A common shares for the purpose of this Schedule 13D. |
CUSIP No. G04553106
1 |
NAME OF REPORTING PERSON
Ari de Sá Cavalcante Neto
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
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3 |
SEC USE ONLY |
4 |
SOURCE OF FUNDS (See instructions)
OO (1)
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5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e)
☐
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
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NUMBER OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
344,182
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8 |
SHARED VOTING POWER
8,297,485
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9 |
SOLE DISPOSITIVE POWER
344,182
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10 |
SHARED DISPOSITIVE POWER
8,297,485
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,641,667 (2)
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See instructions)
☐
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9% (3)(4)
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14 |
TYPE OF REPORTING PERSON (See instructions)
IN
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_______________
(1) This Schedule
13D is not being filed as a result of any particular acquisition or disposition of Class A Common Shares by the Reporting Persons.
| (2) | Consists of 344,182 Class A common shares held by Ari de
Sá Cavalcante Neto and 8,297,485 Class B common shares held of record by ASCN Investments
Ltd., a company controlled by Ari de Sá Cavalcante Neto. Each Class B common
share is convertible into one Class A common share at the option of its holder at any time. |
| (3) | Represents the quotient obtained by dividing (a) the number of Class A common shares and Class B
common shares beneficially owned by the Reporting Person as set forth in Row 11 by (b) the sum of (i) 29,450,551 Class A common
shares outstanding as of April 8, 2022, as reported by the Issuer on the Form 6-K filed with the Securities and Exchange
Commission on April 13, 2022, and (ii) the aggregate number of Class B common shares beneficially owned by the Reporting Person. The
aggregate number of Class B common shares beneficially owned by the Reporting Person as set forth in clauses “(a)” and
“(b)” of this footnote are treated as converted into Class A common shares only for the purpose of computing the
percentage ownership of the Reporting Person. |
| (4) | Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes.
The percentage reported does not reflect the ten for one voting power of the Class B common shares because the Class B common shares are
treated as converted into Class A common shares for the purpose of this Schedule 13D. |
| Item 1. | Security and Issuer. |
This Schedule 13D (this “Schedule
13D”) is filed by ASCN Investments Ltd. and Ari de Sá Cavalcante Neto (together, the “Reporting Persons”,
and each, a “Reporting Person”), with respect to the Class A common shares, par value $0.00005 per share (the “Class
A Common Shares”), of Arco Platform Limited, a Cayman Islands exempted company incorporated with limited liability (the “Issuer”).
The shares of the Issuer described herein held by the Reporting Persons were previously reported on Schedule 13G filed on February 14,
2019 (as amended, the “Schedule 13G”). This Schedule 13D represents the initial statement on Schedule 13D filed by
the Reporting Persons with the Securities and Exchange Commission with respect to shares of the Issuer, and amends the Schedule 13G.
The Issuer’s principal executive offices are located at Rua Augusta 2840, 9th floor, suite 91, Consolação, São
Paulo – SP, 01412-100, Brazil.
| Item 2. | Identity and Background. |
| (a) | This Schedule 13D is being filed by ASCN Investments Ltd. and Ari de Sá Cavalcante Neto. Mr. de
Sá Cavalcante Neto is the sole director of ASCN Investments Ltd. |
| (b) | The principal office and business address for ASCN Investments Ltd. is Maples Corporate Services Limited,
PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
The business address
for Mr. de Sá Cavalcante Neto is Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP,
01412-100, Brazil.
| (c) | ASCN Investments Ltd. is principally an investing holding entity for Mr. de Sá Cavalcante Neto. |
The principal occupation
of Mr. de Sá Cavalcante Neto is serving as the Chief Executive Officer of the Issuer, which provides high-quality education technology
to private primary and secondary, or K-12, schools. The principal executive offices of the Issuer are located at Rua Augusta 2840, 9th
floor, suite 91 Consolação, São Paulo – SP, 01412-100, Brazil.
| (d) | During the past five years, no Reporting Person has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors). |
| (e) | During the last five years, no Reporting Person has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation
with respect to such laws. |
| (f) | ASCN Investments Ltd. is a Cayman Islands company limited by shares. Mr. de Sá Cavalcante Neto
is a citizen of Brazil. |
Nothing in this Statement
shall be construed as an admission that any transaction described herein took place in the United States or that Section 13(d) of the
Exchange Act applies extraterritorially to the Reporting Persons.
| Item 3. | Source and Amount of Funds or Other Consideration. |
This Schedule 13D is not
being filed as a result of any particular acquisition or disposition of Class A Common Shares by the Reporting Persons.
The descriptions of the Proposal
(as defined below) under Item 4 is incorporated herein by reference in its entirety.
| Item 4. | Purpose of Transaction. |
On November 30,
2022, General Atlantic L.P., as adviser to its affiliated investment funds (“General Atlantic”), Dragoneer Investment
Group, LLC (“Dragoneer Adviser”) as adviser to its affiliated investment funds, Oto Brasil de Sá Cavalcante
and Mr. de Sá Cavalcante Neto (together, the “Founders”, and, collectively with General Atlantic and Dragoneer
Adviser, the “Bidding Group”) entered into a Joint Bidding Agreement (the “Joint Bidding Agreement”)
pursuant to which the Bidding Group agreed to (i) work together to submit the Proposal (as defined below), (ii) act in good faith to pursue
the Proposed Transaction (as defined below) and (iii) deal exclusively with each other in pursuing the Proposed Transaction and to cooperate
and participate in the negotiation of the terms of the definitive documentation in connection with the Proposed Transaction.
On November 30,
2022, the Bidding Group submitted a preliminary non-binding proposal (“Proposal”) to the Board of Directors of the
Issuer (the “Board”) related to the proposed acquisition by affiliated investment funds of General Atlantic and Dragoneer
Adviser of all of the Class A Common Shares not beneficially owned by the Bidding Group for cash consideration of US$11.00 per share (the
“Proposed Transaction”), with the Founders rolling over 100% of their Class A Common Shares and Class B common shares,
par value $0.00005 per share (the “Class B Common Shares”).
Any definitive
agreement entered into in connection with the Proposed Transaction would be subject to customary closing conditions, including approval
by the Board, any required shareholder approvals and approval by any applicable regulatory authorities. No assurance can be given that
any definitive agreement will be entered into, that the Proposed Transaction will be consummated, or that the Proposed Transaction will
be consummated on the terms set forth in the Proposal. Each of the Reporting Persons reserves the right to modify or withdraw the Proposal
at any time and no binding obligation on the part of any of the Reporting Persons or any of their affiliates will arise with respect to
the filing of this Statement. While the Proposal remains under consideration by the Board, the Reporting Persons and their affiliates
expect to respond to inquiries from, and negotiate the terms of the Proposal with, the Board and its representatives. The Reporting Persons
do not intend to update additional disclosures regarding the Proposal unless and until a definitive agreement has been reached, or unless
disclosure is otherwise required under applicable U.S. securities laws.
The Proposal may
result in one or more of the transactions, events or actions specified in clauses (a) through (j) of Item 4 of Schedule 13D, including,
without limitation, an acquisition of additional securities of the Issuer, an extraordinary corporate transaction (such as a merger) involving
the Issuer, delisting of the Class A Common Shares of the Issuer from the Nasdaq Global Select Market and other material changes in the
Issuer’s business or corporate structure.
References to
the Joint Bidding Agreement and the Proposal in this Schedule 13D are qualified in their entirety by reference to, respectively, the Joint
Bidding Agreement and the Proposal, copies of which are attached hereto as Exhibit 2 and Exhibit 3, and incorporated herein by reference
in their entirety.
Except for the
foregoing, none of the Reporting Persons has any plans or proposals which relate to, or would result in, any of the matters referred to
in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, formulate other
purposes, plans or proposals regarding the Issuer, or any other actions that could involve one or more of the types of transactions or
have one or more of the results described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | Mr. de Sá Cavalcante Neto beneficially owns 344,182 Class A Common Shares and the Reporting Persons
beneficially own 8,297,485 Class B Common Shares, which, in the aggregate, represents approximately 22.9% of the total number of Class
A Common Shares reported to be outstanding as of April 8, 2022 (as calculated in accordance with Rule 13d-3(d)(1)(i)), approximately 30.3%
of the total number of Class B Common Shares outstanding, and voting power of approximately 27.5% (the percentage of total voting power
represents voting power with respect to all Class A Common Shares and Class B Common Shares, as a single class). |
By virtue of submitting
the Proposal, the Reporting Persons may be deemed to be members of a “group” with General Atlantic, Dragoneer (as defined
below) and Oto Brasil de Sá Cavalcante that own Class A Common Shares and Class B Common Shares pursuant to Section 13(d) of the
Exchange Act as a result of jointly submitting the proposal. However, each Reporting Person expressly disclaims beneficial ownership of
the Class A Common Shares beneficially owned by any other reporting person(s), General Atlantic, Dragoneer or Mr. Brasil de Sá
Cavalcante. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission that any of the
Reporting Persons beneficially owns any Class A Common Shares or Class B Common Shares of the Issuer that are beneficially owned by any
other reporting person(s), General Atlantic, Dragoneer or Mr. Brasil de Sá Cavalcante. The Reporting Persons are only responsible
for the information contained in this Schedule 13D and assume no responsibility for information contained in any other Schedules 13D filed
by any other reporting person(s), General Atlantic, Dragoneer or Mr. Brasil de Sá Cavalcante.
Based on the Schedule
13D filed by Oto Brasil de Sá Cavalcante with the Securities and Exchange Commission on December 2, 2022, Mr. de Sá Cavalcante
Neto beneficially owns 19,103,363 Class B Common Shares, which represents approximately 39.3% of the total number of Class A Common Shares
reported to be outstanding as of April 8, 2022 (as calculated in accordance with Rule 13d-3(d)(1)(i)), approximately 69.7% of the total
number of Class B Common Shares outstanding, and voting power of approximately 63.0% (the percentage of total voting power represents
voting power with respect to all Class A Common Shares and Class B Common Shares, as a single class).
Based on the Schedule
13D filed by General Atlantic and the other reporting persons therein with the Securities and Exchange Commission on December 1, 2022,
General Atlantic and the other reporting persons beneficially own 2,908,072 Class A Common Shares, which includes (a) 1,183,934 Class
A Common Shares, and (b) 1,724,138 Class A Common Shares issuable upon conversion of all the Company’s Senior Convertible Notes
due 2028 (the “2028 Convertible Notes”) held by General Atlantic and the other reporting persons. Based on (i) 29,450,551
Class A Common Shares reported outstanding as of April 8, 2022 and (ii) 1,724,138 Class A Common Shares issuable upon conversion of all
the 2028 Convertible Notes held by General Atlantic and the other reporting persons, General Atlantic and the other reporting persons
beneficially own approximately 9.3% of the outstanding Class A Common Shares (as calculated in accordance with Rule 13d-3(d)(1)(i)).
Based on the Schedule
13D filed by Dragoneer Adviser and Marc Stad (together, “Dragoneer”) with the Securities and Exchange Commission on
December 1, 2022, Dragoneer beneficially owns 5,013,675 Class A Common Shares, which includes (a) 1,565,395 Class A Common Shares, and
(b) 3,448,280 Class A Common Shares issuable upon conversion of all the 2028 Convertible Notes held by Dragoneer. Based on (i) 29,450,551
Class A Common Shares reported outstanding as of April 8, 2022, and (ii) 3,448,280 Class A Common Shares issuable upon conversion of all
the 2028 Convertible Notes held by Dragoneer, Dragoneer beneficially owns approximately 15.2% of the outstanding Class A Common Shares
(as calculated in accordance with Rule 13d-3(d)(1)(i)).
Accordingly, in the
aggregate, the Reporting Persons, General Atlantic, Dragoneer and Oto Brasil de Sá Cavalcante may be deemed to beneficially own
35,666,777 Class A Common Shares, comprised of an aggregate of 3,093,511 Class A Common Shares, 5,172,418 Class A Common Shares issuable
upon conversion of the 2028 Convertible Notes and 27,400,848 issuable upon conversion of Class B Common Shares, which, as calculated in
accordance with Rule 13d-3(d)(1)(i), represents approximately 57.5% of the total number of Class A Common Shares based on (i) 29,450,551
Class A Common Shares reported outstanding as of April 8, 2022 and (ii) an aggregate of 32,573,266 Class A Common Shares issuable upon
conversion of all the 2028 Convertible Notes and all the Class B Common Shares reported outstanding as of April 8, 2022.
| (b) | The Reporting Persons have shared voting and dispositive power with respect to all of the shares of the
Issuer owned by the Reporting Persons. |
The information disclosed
under Item 5(a) above is hereby incorporated by reference into this Item 5(b).
| (c) | The information disclosed under Item 4 above is hereby incorporated by reference into this Item 5(c). |
| (d) | To the best knowledge of the Reporting Persons, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, shares beneficially owned by the Reporting Persons. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
The information disclosed under
Item 3, Item 4 and Item 5 above is hereby incorporated by reference into this Item 6.
| Item 7. | Materials to be Filed as Exhibits. |
Signature
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: December 2, 2022
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ASCN INVESTMENTS LTD. |
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By: |
/s/
Ari de Sá Cavalcante Neto |
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Name: |
Ari de Sá Cavalcante Neto |
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Title: |
Director |
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/s/ Ari de Sá Cavalcante Neto |
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Ari de Sá Cavalcante Neto |
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