(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
ASCN 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 |
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
8,297,485 (2)
|
9 |
SOLE DISPOSITIVE POWER
—
|
10 |
SHARED DISPOSITIVE POWER
8,297,485 (2)
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,297,485 (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)
17.2% (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 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) 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. |
CUSIP No. G04553106
1 |
NAME OF REPORTING PERSON
Ari de Sá Cavalcante Neto
|
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
344,182
|
8 |
SHARED VOTING POWER
8,297,485 (2)
|
9 |
SOLE DISPOSITIVE POWER
344,182
|
10 |
SHARED DISPOSITIVE POWER
8,297,485 (2)
|
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,641,667 (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)
17.9% (3)(4)
|
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) 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 ASCN Investments Ltd. and Ari de Sá
Cavalcante Neto (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 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
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. Brasil de Sá Cavalcante. 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. Brasil de Sá Cavalcante.
Based on Amendment
No. 1 to Schedule 13D filed by Oto Brasil de Sá Cavalcante and the other reporting person therein with the Securities and Exchange
Commission on January 11, 2023, Mr. de Sá Cavalcante and the other reporting person beneficially own 19,103,363 Class B Common
Shares, which represents approximately 32.4% 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) 19,103,363 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 69.7% of the total number of Class B Common Shares outstanding, and voting power of approximately
60.9% (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 Oto Brasil de Sá Cavalcante 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 Oto Brasil de Sá Cavalcante.
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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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 |