(Amendment No. 1)*
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
1 |
NAME OF REPORTING PERSON
OSC Investments Ltd.
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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
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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
Cayman Islands
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NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
—
|
8 |
SHARED VOTING POWER
19,103,363 (2)
|
9 |
SOLE DISPOSITIVE POWER
—
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10 |
SHARED DISPOSITIVE POWER
19,103,363 (2)
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,103,363 (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)
32.4% (3)(4)
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14 |
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 19,103,363 Class B common shares
held of record by OSC Investments Ltd., a company controlled by Oto Brasil de Sá Cavalcante.
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) 39,886,753 Class A common shares (based on 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 10,436,202 Class A common shares issued in connection with the Issuer’s acquisition
of isaac as announced by the Issuer in a press release issued on January 3, 2023) 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
Oto Brasil de Sá Cavalcante
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See instructions)
(a) ☐
(b) ☒
|
3 |
SEC
USE ONLY
|
4 |
SOURCE OF FUNDS (See instructions)
OO (1)
|
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e)
☐
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY
EACH
REPORTING PERSON
WITH |
7 |
SOLE VOTING POWER
—
|
8 |
SHARED VOTING POWER
19,103,363 (2)
|
9 |
SOLE DISPOSITIVE POWER
—
|
10 |
SHARED DISPOSITIVE POWER
19,103,363 (2)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,103,363 (2)
|
12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See instructions)
☐
|
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.4% (3)(4)
|
14 |
TYPE OF REPORTING PERSON (See instructions)
IN
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|
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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 19,103,363 Class B common shares
held of record by OSC Investments Ltd., a company controlled by Oto Brasil de Sá Cavalcante.
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) 39,886,753 Class A common shares (based on 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 10,436,202 Class A common shares issued in connection with the Issuer’s acquisition
of isaac as announced by the Issuer in a press release on January 3, 2023) 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. |
Explanatory Note
This
Amendment No. 1 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D of OSC Investments Ltd.
and Oto Brasil de Sá Cavalcante (together, the “Reporting Persons”, and each, a “Reporting Person”)
initially filed with the Securities and Exchange Commission on December 2, 2022 (as so amended, the “Schedule 13D”),
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”). Capitalized terms used
herein and not defined herein have the meanings ascribed thereto in the Schedule 13D.
On
January 6 and 11, 2023, General Atlantic L.P., together with certain affiliated entities (together, “General Atlantic”),
filed amendments to its Schedule 13D with respect to the Issuer (the “GA Schedule 13D Amendments”). The GA Schedule
13D Amendments indicate that General Atlantic, together with its affiliated funds, acquired beneficial ownership of additional Class
A Common Shares. This Amendment updates Item 5 of the original Schedule 13D to reflect certain information disclosed in the GA Schedule
13D Amendments. Except as specifically provided herein, this Amendment does not modify or amend any of the information previously reported
in the original Schedule 13D.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and supplemented as follows:
By virtue of submitting
the Proposal, the Reporting Persons may be deemed to be members of a “group” with General Atlantic, Dragoneer Investment Group,
LLC and Marc Stad (together, “Dragoneer”), and Ari de Sá Cavalcante Neto 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. de Sá Cavalcante Neto. Neither the filing of this Amendment 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. de Sá Cavalcante Neto.
The Reporting Persons are only responsible for the information contained in this Amendment and assume no responsibility for information
contained in any other Amendment filed by any other reporting person(s), General Atlantic, Dragoneer or Mr. de Sá Cavalcante Neto.
Based on
Amendment No. 1 to Schedule 13D filed by Ari de Sá Cavalcante Neto and the other reporting person therein with the Securities
and Exchange Commission on January 11, 2023, Mr. de Sá Cavalcante Neto and the other reporting person beneficially own
344,182 Class A Common Shares and 8,297,485 Class B Common Shares, which represents approximately 17.9% of the outstanding Class A
Common Shares (based on (i) 29,450,551 Class A Common Shares reported by the Issuer to be outstanding as of April 8, 2022 as
reflected in the Issuer's proxy statement filed on Form 6-K (the “Form 6-K”) with the U.S. Securities and
Exchange Commission on April 13, 2022, (ii) 10,436,202 Class A Common Shares issued in connection with the Issuer's acquisition of
isaac (the “Transaction”) as announced by the Issuer in a press release on January 3, 2023, and (iii) 8,297,485 Class A Common Shares issuable upon conversion of the Class B Common Shares) (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 26.5% (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).
Based on Amendment
No. 3 to Schedule 13D filed by General Atlantic and the other reporting persons therein with the Securities and Exchange Commission on
January 11, 2023, General Atlantic and the other reporting persons beneficially own 5,827,504 Class A Common Shares, which includes (a)
4,103,366 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 by the Issuer to be outstanding as of April 8, 2022 as reflected in the Form 6-K, (ii) 10,436,202
Class A Common Shares issued in connection with the Transaction as announced in a press release on January 3, 2023, and (iii) 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 14.0% of the outstanding Class A Common Shares (as calculated
in accordance with Rule 13d 3(d)(1)(i)).
Based on Amendment
No. 2 to Schedule 13D filed by Dragoneer Adviser and Marc Stad with the Securities and Exchange Commission on January 11, 2023, 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
by the Issuer to be outstanding as of April 8, 2022 as reflected in the Form 6-K, (ii) 10,436,202 Class A Common Shares issued in
connection with the Transaction as announced by the Issuer in a press release on January 3, 2023, and (iii) 3,448,280 Class A Common
Shares issuable upon conversion of all the 2028 Convertible Notes held by Dragoneer, Dragoneer beneficially owns approximately 11.6%
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 Ari de Sá Cavalcante Neto may be deemed to beneficially
own 38,586,209 Class A Common Shares, comprised of an aggregate of 6,012,943 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 53.3% of the total number of Class A Common Shares based
on (i) 29,450,551 Class A Common Shares reported by the Issuer to be outstanding as of April 8, 2022 as reflected in the Form 6-K,
(ii) 10,436,202 Class A Common Shares issued in connection with the Transaction as announced by the Issuer in a press release on
January 3, 2023, and (iii) 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 beneficially owned by the Reporting Persons, General Atlantic, Dragoneer and Ari de
Sá Cavalcante Neto.
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: January 11, 2023
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OSC INVESTMENTS LTD. |
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By: /s/ Oto Brasil de Sá Cavalcante |
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Name: Oto Brasil de Sá Cavalcante |
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Title: Director |
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/s/ Oto Brasil de Sá Cavalcante |
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Oto Brasil de Sá Cavalcante |