Exhibit (a)(1)​

PROXY STATEMENT OF THE COMPANY

November 7, 2023​

Shareholders of Arco Platform Limited
Re: Notice of Extraordinary General Meeting of Shareholders

Dear Shareholder:

You are cordially invited to attend an extraordinary general meeting of shareholders of Arco Platform Limited (the “Company”) to be held on December 4, 2023 at 9:00 a.m. (Brasilia time). The meeting will be held at Rua Augusta 2840, 16th floor, Consolação, São Paulo — SP, Brazil 01412-100. The attached notice of the extraordinary general meeting and proxy statement (the “Proxy Statement”) provide information regarding the matters to be considered and voted on at the extraordinary general meeting, including at any adjournment thereof.

On August 10, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Achieve Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), and Achieve Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent. At the extraordinary general meeting you will be asked to consider and vote upon a proposal to authorize and approve (as applicable) the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”), and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (the “Transactions”). Copies of the Merger Agreement and the Plan of Merger are attached as Annex A-1 and Annex A-2, respectively, to the Proxy Statement.

Neither the U.S. Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this letter or in the accompanying notice of the extraordinary general meeting or Proxy Statement. Any representation to the contrary is a criminal offense.

Each of Parent and Merger Sub was formed solely for purposes of the Merger. At the effective time of the Merger (the “Effective Time”), the shareholders of Parent will be (a) Archery DF Holdings, LP, a Delaware limited partnership and/or certain of its affiliates (“Dragoneer”), (b) General Atlantic Arco (Bermuda) 2, L.P., a Bermuda exempted limited partnership and/or certain of its affiliates (“GA Arco,” and, together with its affiliates, “General Atlantic”), (c) Mr. Ari de Sá Cavalcante Neto (“Mr. de Sá Cavalcante Neto”), (d) ASCN Investment Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ASCN”), (e) Dr. Oto Brasil de Sá Cavalcante (“Dr. Brasil de Sá Cavalcante”), (f) OSC Investment Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“OSC,” and together with Dr. Brasil de Sá Cavalcante, Mr. de Sá Cavalcante Neto and ASCN, the “Founder Filing Persons”), (g) Keenan Capital Fund LP, a Delaware limited partnership and/or certain of its affiliates (“Keenan”), and (h) Wishbone Management, LP, a Delaware limited partnership and/or certain of its affiliates (“Wishbone,” and, together with Keenan, the “Other Rollover Shareholders”). Certain employees, directors and other shareholders of the Company may also roll over a portion of their Shares in the Company and become shareholders of Parent after the Closing (the “Minority Rollover Shareholders”). Mr. de Sá Cavalcante Neto, and Dr. Brasil de Sá Cavalcante are collectively referred to as the “Founders.” Dragoneer and General Atlantic are collectively referred to as the “Sponsors.” The Founders, the other Founder Filing Persons, the Sponsors and the Other Rollover Shareholders are collectively referred to as the “Rollover Shareholders.” Parent, Merger Sub, the foregoing persons in items (a) through

(f) including General Atlantic and the Dragoneer Entities (as defined below) are collectively referred to as the “Bidder Group,” and the Bidder Group, the Other Rollover Shareholders and the potential Minority Rollover Shareholders are collectively referred to as the “Participants.”

Pursuant to the terms of a rollover and support agreement, dated as of August 10, 2023 (the “Support Agreement”), by and among the Rollover Shareholders and Parent, each Rollover Shareholder has agreed, among other things, to vote, or cause to be voted, all of the Shares beneficially owned by it or him, in favor of the authorization and approval (as applicable) of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of October 25, 2023, the Rollover Shareholders beneficially own in the aggregate 13,709,703 Class A common shares of the Company, par value $0.00005 per share (“Class A Shares”), and 27,400,848 Class B common shares of the Company, par value $0.00005 per share (“Class B Shares,” and together with Class A Shares, “Shares”), which represent approximately 61.8% of the total issued and outstanding Shares and approximately 91.9% of the total voting power of the outstanding Shares.

If the Merger is completed, the Company, as the Surviving Company, will continue its operations under the name “Arco Platform Limited” as a privately held company and will be beneficially owned by the Participants and, as a result of the Merger, the Class A Shares will no longer be listed on the Nasdaq Global Select Market (“Nasdaq”).

If the Merger is completed, at the Effective Time, (a) each Share issued and outstanding immediately prior to the Effective Time (including any holdback common shares issuable to former shareholders of INCO Limited under the Equity Purchase Agreement, dated as of October 6, 2022, by and among the Company, INCO Limited and such other parties set forth therein) will be cancelled in exchange for the right to receive $14.00 in cash per share without interest (the “Per Share Merger Consideration”), except for (i) Shares beneficially owned by Parent or Merger Sub (including those contributed to Parent by the Rollover Shareholders or the potential Minority Rollover Shareholders) (the “Rollover Shares”) which will be cancelled for no consideration; (ii) Shares (x) owned by the Company as treasury shares and (y) directly owned by any subsidiary of the Company as of immediately prior to the Effective Time, which shall be cancelled for no consideration; (iii) the securities described under “The Merger Agreement — Treatment of Company RSUs and Company Options,” which will be treated as set forth under such subsection (the excluded Shares described under items (i) through (iii) above are collectively referred to herein as the “Excluded Shares”); and (iv) Shares owned by holders who have validly exercised, perfected and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act (as amended) of the Cayman Islands (the “CICA”) (the “Dissenting Shares”) will be treated as set forth below; and (b) each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into one ordinary share, par value $0.00005 per share, of the Surviving Company. The Dissenting Shares will be cancelled and cease to exist in exchange for the right to receive the fair value of such Dissenting Shares determined by the Grand Court of the Cayman Islands (the “Court”) in accordance with Section 238 of the CICA.

Each restricted share unit of the Company (each, a “Company RSU”) that is outstanding and vested but unsettled as of immediately prior to the Effective Time will be settled into a number of Shares equal to the number of Shares subject to such Company RSU award less a number of shares equal to the amount of any applicable withholding taxes (the “Net RSU Consideration”). Notwithstanding the foregoing, the Company may, subject to Parent’s reasonable consent, identify holders of vested Company RSUs to elect for all or a portion of their Shares received in respect of such vested but unsettled Company RSUs to be contributed to Parent in exchange for common shares of Parent with a value equal to the Shares so contributed, in accordance with the terms of such holder’s incentive rollover agreement. Each Share that is settled pursuant to a vested Company RSU award that is not contributed to Parent in exchange for common shares of Parent will be cancelled and converted at the Effective Time into an amount in cash equal to $14.00.

Each Company RSU that is outstanding and unvested as of immediately prior to the Effective Time that is subject to accelerated vesting upon the consummation of the Merger (the “Accelerating Company RSUs”) will be settled into such holder’s applicable Net RSU Consideration. Notwithstanding the foregoing, the Company may, subject to Parent’s reasonable consent, identify holders of Accelerating Company RSUs to elect for all or a portion of their Shares received in respect of Accelerating Company RSUs to be contributed to Parent in exchange for a number of common shares of Parent with an equal value to the

applicable holder’s Net RSU Consideration, in accordance with the terms of the holder’s incentive rollover agreement. Each Share that is settled pursuant to an Accelerating Company RSU award that is not contributed to Parent in exchange for common shares of Parent will be cancelled and converted at the Effective Time into an amount in cash equal to $14.00.

Each share of Company RSUs that is outstanding and unvested as of immediately prior to the Effective Time that is not an Accelerating Company RSU will be migrated at the Effective Time into an award of restricted share units under the new equity incentive plan established by Parent (or its applicable subsidiary) (the “New Share Plan”) with a value equal to the number of Shares subject to such Company RSU award multiplied by $14.00, which award will continue to vest on the same vesting schedule that applied to such corresponding Company RSUs immediately prior to the Effective Time, subject to the holder’s continued service through the applicable vesting periods and any other terms and conditions as set forth in the restricted shares grant plan of the Company, as amended and any underlying regular restricted shares grant agreements that provide for the issuance of restricted share units to any person (the “Company Share Plan”), the New Share Plan and the applicable award agreement.

Each share option granted to participants under the Arco Platform Limited 2022 Share Option Plan (a “Company Option”) that is vested, outstanding and unexercised as of immediately prior to the Effective Time that has an exercise price per share that is less than $14.00 (each, a “Vested Company Option”) will be, upon exercise by the holder, settled into a number of Shares with a value equal to the excess of $14.00 and the applicable exercise price per share of such Vested Company Option, multiplied by the number of Shares underlying such Vested Company Option, less an amount of Shares equal to the applicable tax withholding amount. Notwithstanding the above, the Company may, subject to Parent’s reasonable consent, identify holders of Vested Company Options to not exercise their option at this time and elect for their Vested Company Options to be migrated at the Effective Time into an option award under the New Share Plan that represents a number of common shares of Parent and has an exercise price per share that preserves the intrinsic value of such Vested Company Option as of immediately prior to the Effective Time. Each Share that is settled pursuant to a Vested Company Option that is not migrated into an option award under the New Share Plan will be cancelled and converted at the Effective Time into an amount in cash equal to $14.00.

Each Company Option that is outstanding and unvested as of immediately prior to the Effective Time that has an exercise price per share that is less than $14.00 (each, an “Unvested Company Option”) will be migrated at the Effective Time into an option award under the New Share Plan that represents a number of common shares of Parent and has an exercise price per share that preserves the intrinsic value of such Vested Company Option as of immediately prior to the Effective Time.

Each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share that is equal to or greater than $14.00 will be cancelled without payment (or replacement option award) being made in respect thereof.

Immediately following the Effective Time, excluding the Company RSUs or Company Options that have been migrated, there will be no Company RSUs or Company Options outstanding, and the holders thereof will only be entitled to receive the amounts or securities set forth above.

A special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), composed solely of directors unaffiliated with the management of the Company or any Participant, reviewed and considered the terms and conditions of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. On August 10, 2023, the Special Committee unanimously (a) determined that the terms of the Merger are fair and reasonable to the Company and the holders of the Shares (other than the holders of the Excluded Shares and Dissenting Shares) (the “Unaffiliated Security Holders”); (b) determined that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands laws, (c) determined that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company and the Unaffiliated Security Holders; and (d) resolved to recommend that the Board (i) declare advisable and in the best interests of the Company the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, (ii) authorize and approve (as applicable) the Merger Agreement and the Plan of Merger and approve the Merger and the other Transactions, (iii) subject to Section 5.04 of the Merger Agreement, recommend that the Company’s

shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at a duly held extraordinary general meeting of the Company’s shareholders in which the Company’s shareholders vote in respect of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions (the “Company Shareholders Meeting”), and (iv) determine that the Merger Agreement and the other transactions on the terms set out in the Merger Agreement and the Equity Commitment Letters (as defined below) (the “Transaction Documents”) are compliant with the articles of association of the Company.

On August 10, 2023, the Board (other than the Founders, Paula Soares de Sá Cavalcante and Martin Escobari (collectively, the “Interested Directors”), each of whom abstained from voting on the matter due to affiliations with the Bidder Group), after carefully considering all relevant factors, including the determination and recommendation of the Special Committee (a) determined that the terms of the Merger are fair and reasonable to the Company and the Unaffiliated Security Holders; (b) determined that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands law; (c) determined that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company and the Unaffiliated Security Holders; (d) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions; (e) determined the Merger would be most likely to promote the success of the Company for the benefit of its members as a whole, including, in particular, the Unaffiliated Security Holders; (f) subject to Section 5.04 of the Merger Agreement, determined to recommend that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at the Company Shareholders Meeting; and (g) determined that the Merger Agreement and the other transactions on the terms set out in the Merger Agreement and the Transaction Documents are compliant with the articles of association of the Company.

After careful consideration, and upon the unanimous recommendation of the Special Committee composed solely of directors unaffiliated to any member of the management of the Company or any Participant, the Board (other than the Interested Directors, each of whom abstained from voting on the matter due to affiliations with the Bidder Group) authorized and approved the Merger Agreement and recommends that you vote: (1) FOR the proposal, by special resolution, to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger, (2) FOR the proposal, by special resolution, to authorize, approve and confirm (as applicable) in all respects (a) that Merger Sub merge with and into the Company, with the Company as the surviving company and that all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA, (b) the Plan of Merger, a copy of which is attached to the accompanying Proxy Statement as Annex A-2, and the Company entering into the Plan of Merger, and (c) upon the Effective Date (as defined in the Plan of Merger) (i) that the memorandum and articles of association of the Company in effect as of the date of the accompanying Proxy Statement be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the Plan of Merger, (ii) that the authorized share capital of the Company be amended and re-designated as set forth in the Plan of Merger, (iii) that the Plan of Merger be executed by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company, and that the Plan of Merger, together with any supporting documentation, be submitted for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and documents or agreements executed, signed or delivered by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company in connection with or ancillary to all such contemplated transactions, and (3) FOR, if necessary, the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting or for any other reason determined by the chairman of the extraordinary general meeting.

The Proxy Statement provides detailed information about the Merger and the extraordinary general meeting. We encourage you to read the entire document and all of the attachments and other documents referred to or incorporated by reference therein carefully. You may also obtain more information about the

Company from documents the Company has filed with the U.S. Securities and Exchange Commission (the “SEC”), which are available for free at the SEC’s website www.sec.gov.

Regardless of the number of Shares you own, your vote is very important. In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions must be authorized and approved by a special resolution (as defined in the CICA) of the Company’s shareholders, which requires a resolution passed by holders of Shares representing at least two-thirds of the voting power of the Shares, voting together as a single class, entitled to vote and present, in person or by proxy, at the extraordinary general meeting of the Company. In considering the recommendation of the Special Committee and the Board, you should be aware that some of the Company’s directors or executive officers have interests in the Merger that are different from, or in addition to, the interests of the shareholders generally. As of October 25, 2023, the Bidder Group beneficially owns in the aggregate approximately 50.4% of the total issued and outstanding Shares and 89.5% of the total voting power of the outstanding Shares. Whether or not you plan to attend the extraordinary general meeting, please complete the enclosed proxy card, in accordance with the instructions set forth on your proxy card, as promptly as possible. The deadline to lodge your proxy card is December 3, 2023 at 11:59 p.m. (Brasilia time). Each shareholder has one vote for each Class A Share or 10 votes for each Class B Share held as of the close of business in the Cayman Islands on November 7, 2023.

The resolutions to be put to the vote of the extraordinary general meeting shall be decided on a poll.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are held of record by a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the registered holder a proxy issued in your name. If you submit a signed proxy card without indicating how you wish to vote, the Shares represented by your proxy card will be voted: (1) FOR the proposal, by special resolution, to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger, (2) FOR the proposal, by special resolution, to authorize, approve and confirm (as applicable) in all respects (a) that Merger Sub merge with and into the Company, with the Company as the surviving company and that all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA, (b) the Plan of Merger, a copy of which is attached to the accompanying Proxy Statement as Annex A-2, and the Company entering into the Plan of Merger, and (c) upon the Effective Date (as defined in the Plan of Merger) (i) that the memorandum and articles of association of the Company in effect as of the date of the accompanying Proxy Statement be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the Plan of Merger, (ii) that the authorized share capital of the Company be amended and re-designated as set forth in the Plan of Merger, (iii) that the Plan of Merger be executed by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company, and that the Plan of Merger, together with any supporting documentation, be submitted for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and documents or agreements executed, signed or delivered by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company in connection with or ancillary to all such contemplated transactions, and (3) FOR, if necessary, the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting or for any other reason determined by the chairman of the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as your proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Court in accordance with Section 238 of the CICA if the Merger is completed, but only if they deliver to the Company, before the vote to approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is

attached as Annex E to the Proxy Statement. The fair value of your Shares as determined by the Court under the CICA could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to your Shares. If the fair value of the Dissenting Shares in accordance with Section 238 of the CICA is determined by the Court to be the same or less than the Per Share Merger Consideration, the Company may be entitled to recover its legal costs of the Section 238 proceeding from you, on a joint and several basis, in conjunction with any other Shareholders who dissent from the Merger.

If you have any questions or need assistance voting your Shares, please contact Innisfree M&A Incorporated, the proxy solicitor, at +1 (877) 750- 8307 (toll-free from the United States and Canada) or +1 (412) 232-3651 (from other countries).

Thank you for your cooperation and continued support.

Sincerely,	Sincerely,
/s/ Beatriz Amary Faccio	/s/ Oto Brasil de Sá Cavalcante
Beatriz Amary Faccio Member of the Special Committee	Oto Brasil de Sá Cavalcante Chairman of the Board

The Proxy Statement is dated November 7, 2023, and is first being mailed to the Company’s shareholders on or about November 10, 2023.

ARCO PLATFORM LIMITED
NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON
DECEMBER 4, 2023

Dear Shareholder:

Notice is hereby given that an extraordinary general meeting of the shareholders of Arco Platform Limited (referred to herein alternately as “the Company,” “us,” “we” or other terms correlative thereto), will be held on December 4, 2023 at 9:00 a.m. (Brasilia time) at Rua Augusta 2840, 16th floor, Consolação, São Paulo — SP, Brazil 01412-100.

Only registered holders of Class A common shares of the Company, par value $0.00005 per share (“Class A Share”), and Class B common shares of the Company, par value $0.00005 per share (“Class B Shares,” and, together with Class A Shares, “Shares”), at the close of business in the Cayman Islands on November 7, 2023 (the “Share Record Date”) or their proxy holders are entitled to vote at this extraordinary general meeting or any adjournment thereof. At the extraordinary general meeting, you will be asked to consider and vote upon the following resolutions:

•

as a special resolution, to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger;

•

as a special resolution, to authorize, approve and confirm (as applicable) in all respects (a) that Merger Sub merge with and into the Company, with the Company as the surviving company and that all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA, (b) the Plan of Merger, a copy of which is attached to the accompanying Proxy Statement as Annex A-2, and the Company entering into the Plan of Merger, and (c) upon the Effective Date (as defined in the Plan of Merger) (i) that the memorandum and articles of association of the Company in effect as of the date of the accompanying Proxy Statement be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the Plan of Merger, (ii) that the authorized share capital of the Company be amended and re-designated as set forth in the Plan of Merger, (iii) that the Plan of Merger be executed by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company, and that the Plan of Merger, together with any supporting documentation, be submitted for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and documents or agreements executed, signed or delivered by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company in connection with or ancillary to all such contemplated transactions; and

•

if necessary, as an ordinary resolution to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting or for any other reason determined by the chairman of the extraordinary general meeting.

Please refer to the accompanying proxy statement (the “Proxy Statement”), which is attached to and made a part of this notice. All capitalized terms used herein without definition have the meanings ascribed to them in the Proxy Statement.

After careful consideration, and upon the unanimous recommendation of a special committee (the “Special Committee”) of the board of directors (the “Board”) of the Company (other than Mr. Ari de Sá Cavalcante Neto, Dr. Oto Brasil de Sá Cavalcante, Paula Soares de Sá Cavalcante and Martin Escobari, each of whom abstained from voting on the matter due to affiliations with the Bidder Group) the Board (a) determined the terms of the Merger are fair and reasonable to the Company and the Unaffiliated Security Holders, (b) determined that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands law, (c) determined that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in

the best interests of the Company and the Unaffiliated Security Holders, (d) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, (e) determined that the Merger would be most likely to promote the success of the Company for the benefit of its members as a whole, including, in particular, the Unaffiliated Security Holders, (f) determined to recommend, subject to Section 5.04 of the Merger Agreement, that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at the extraordinary general meeting, and (g) determined that the Merger Agreement and the other transactions on the terms set out in the Merger Agreement and the Equity Commitment Letters (as defined below) (the “Transaction Documents”) are compliant with the articles of association of the Company. The Board recommends that you vote: (1) FOR the proposal, by special resolution, to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger, (2) FOR the proposal, by special resolution, to authorize, approve and confirm (as applicable) in all respects (a) that Merger Sub merge with and into the Company, with the Company as the surviving company and that all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA, (b) the Plan of Merger, a copy of which is attached to the accompanying Proxy Statement as Annex A-2, and the Company entering into the Plan of Merger, and (c) upon the Effective Date (as defined in the Plan of Merger) (i) that the memorandum and articles of association of the Company in effect as of the date of the accompanying Proxy Statement be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the Plan of Merger, (ii) that the authorized share capital of the Company be amended and re-designated as set forth in the Plan of Merger, (iii) that the Plan of Merger be executed by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company, and that the Plan of Merger, together with any supporting documentation, be submitted for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and documents or agreements executed, signed or delivered by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company in connection with or ancillary to all such contemplated transactions; and (3) FOR, if necessary, the proposal to adjourn the extraordinary general meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the extraordinary general meeting to pass the special resolutions to be proposed at the extraordinary general meeting or for any other reason determined by the chairman of the extraordinary general meeting.

In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, must be authorized and approved by a special resolution (as defined in the Companies Act (as amended) of the Cayman Islands (the “CICA”)) of the Company’s shareholders, which requires a resolution passed by holders of Shares representing at least two-thirds of the voting power of the Shares, voting together as a single class, entitled to vote and present, in person or by proxy, at the extraordinary general meeting of the Company.

Each of (a) Archery DF Holdings, LP, a Delaware limited partnership and/or certain of its affiliates (“Dragoneer”), (b) General Atlantic Arco (Bermuda) 2, L.P., a Bermuda exempted limited partnership and/or certain of its affiliates (“GA Arco,” and together with its affiliates, “General Atlantic”), (c) Mr. Ari de Sá Cavalcante Neto (“Mr. de Sá Cavalcante Neto”), (d) ASCN Investments Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, (e) Dr. Oto Brasil de Sá Cavalcante (“Dr. Brasil de Sá Cavalcante”), (f) OSC Investments Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, (g) Wishbone Management, LP, a Delaware limited partnership and/or certain of its affiliates (“Wishbone”), (h) Keenan Capital Fund LP, a Delaware limited partnership and/or certain of its affiliates (“Keenan,” and together with the persons named in items (a) to (g), the “Rollover Shareholders”) have entered into a rollover and support agreement, dated as of August 10, 2023, with Parent, pursuant to which, each of the Rollover Shareholders has agreed to, subject to the terms and conditions set forth therein and among other obligations, vote in favor of the authorization and approval (as applicable) of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of October 25, 2023, the Rollover Shareholders beneficially own in the aggregate 13,709,703 Class A Shares and 27,400,848 Class B Shares, which represent approximately 61.8% of the total issued and outstanding Shares and approximately 91.9% of the total voting power of the outstanding Shares.

If you plan to attend the extraordinary general meeting in person, we request that you submit your proxy in accordance with the instructions set forth on the proxy card as promptly as possible. To be valid, your proxy card must be completed, signed and returned to the Company’s offices (to the attention of: Legal Department, Rua Augusta 2840, 15th floor, suite 152, Consolação, São Paulo – SP, 01412-100, Brazil) no later than December 3, 2023 at 11:59 p.m. (Brasilia time). The proxy card is the “instrument of proxy” and the “instrument appointing a proxy” as referred to in the Company’s articles of association. Each shareholder has one vote for each Class A Share or 10 votes for each Class B Share, in each case held as of the close of business in the Cayman Islands on the Share Record Date. If you receive more than one proxy card because you own Shares that are registered in different names, please vote all of your Shares shown on each of your proxy cards in accordance with the instructions set forth on the proxy card.

Completing the proxy card in accordance with the instructions set forth on the proxy card will not deprive you of your right to attend the extraordinary general meeting and vote your Shares in person. Please note, however, that if your Shares are registered in the name of a broker, bank or other nominee and you wish to vote at the extraordinary general meeting in person, you must obtain from the record holder a proxy issued in your name.

If, as a shareholder, you abstain from voting, fail to cast your vote in person, fail to return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank or other nominee, your vote will not be counted.

When proxies are properly dated, executed and returned by holders of Shares, the Shares they represent will be voted at the extraordinary general meeting in accordance with the instructions of the shareholders. If no specific instructions are given by such shareholders, such Shares will be voted “FOR” the proposals as described above, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Grand Court of the Cayman Islands (the “Court”) in accordance with Section 238 of the CICA if the Merger is completed, but only if they deliver to the Company, before the vote to approve the Merger is taken at the extraordinary general meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is attached as Annex E to the Proxy Statement. The fair value of their Shares as determined by the Court under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares. If the fair value of the Dissenting Shares in accordance with Section 238 of the CICA is determined by the Court to be the same or less than the Per Share Merger Consideration, the Company may be entitled to recover its legal costs of the Section 238 proceeding from you, on a joint and several basis, in conjunction with any other Shareholders who dissent from the Merger.

PLEASE DO NOT SEND YOUR SHARE CERTIFICATES AT THIS TIME. IF THE MERGER IS COMPLETED, YOU WILL BE SENT INSTRUCTIONS REGARDING THE SURRENDER OF YOUR SHARE CERTIFICATES.

If you have any questions or need assistance voting your Shares, please contact Innisfree M&A Incorporated, the proxy solicitor, at +1 (877) 750- 8307 (toll-free from the United States and Canada) or +1 (412) 232-3651 (from other countries).

The Merger Agreement, the Plan of Merger and the Transactions are described in the Proxy Statement. Copies of the Merger Agreement and the Plan of Merger are included as Annex A-1 and Annex A-2, respectively, to the Proxy Statement. We urge you to read the entire Proxy Statement carefully.

Notes:

1.

In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the other votes of the joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company.

2.

The instrument appointing a proxy must be in writing under the hand of the appointer or of his or her attorney duly authorized in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorized.

3.

A proxy need not be a member (registered shareholder) of the Company.

4.

The Board directs that a proxy card will be deemed to have been duly deposited where sent by email or telefax upon receipt of email or telefax confirmation that the signed original thereof has been sent. A proxy card that is not deposited in the manner permitted will be invalid.

5.

Votes given in accordance with the terms of a proxy card will be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the Share or Shares in respect of which the proxy is given, unless notice in writing of such death, insanity, revocation or transfer is received by the Company at the Company’s offices at Rua Augusta 2840, 15th floor, suite 152, Consolação, São Paulo – SP, 01412-100, Brazil (Attention: Legal Department), at least two hours before the commencement of the extraordinary general meeting, or adjourned meeting at which such proxy is used.

BY ORDER OF THE BOARD OF DIRECTORS,

By:

/s/ Oto Brasil de Sá Cavalcante

Name:   Oto Brasil de Sá Cavalcante
Title:    Chairman of the Board

November 7, 2023

PROXY STATEMENT

Dated November 7, 2023

SUMMARY VOTING INSTRUCTIONS

Ensure that your shares of Arco Platform Limited can be voted at the extraordinary general meeting by submitting your proxy or contacting your broker, bank or other nominee.

If your shares are registered in the name of a broker, bank or other nominee: check the voting instruction card forwarded by your broker, bank or other nominee to see which voting options are available or contact your broker, bank or other nominee in order to obtain directions as to how to ensure that your shares are voted at the extraordinary general meeting.

If your shares are registered in your name: submit your proxy as soon as possible by signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope, so that your shares can be voted at the extraordinary general meeting in accordance with your instructions.

If you submit your signed proxy card without indicating how you wish to vote, the shares represented by your proxy will be voted in favor of the resolutions to be proposed at the extraordinary general meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

If you have any questions, require assistance with voting your proxy card, or need additional copies of proxy material, please contact Innisfree M&A Incorporated, the proxy solicitor, at +1 (877) 750- 8307 (toll-free from the United States and Canada) or +1 (412) 232-3651 (from other countries).

TABLE OF CONTENTS

​	Page
Summary Term Sheet	​	1
The Parties Involved in the Merger	​	1
The Merger (Page 103)	​	4
Per Share Merger Consideration (Page 104)	​	4
Treatment of Company RSUs and Company Options (Page 105)	​	5
Record Date and Voting Information	​	6
Shareholder Vote Required to Authorize and Approve (as Applicable) the Merger Agreement and Plan of Merger (Page 100)	​	6
Voting Information	​	6
Dissenters’ Rights (Page 127)	​	6
Purposes and Effects of the Merger (Page 75)	​	7
Plans for the Company after the Merger (Page 78)	​	7
Recommendations of the Special Committee and the Board (Page 46)	​	7
Position of the Bidder Group as to the Fairness of the Merger (Page 54)	​	8
Financing of the Merger (Page 80)	​	8
Interim Investors Agreement (Page 82)	​	10
Support Agreement (Page 82)	​	11
Opinion of the Special Committee’s Financial Advisor (Page 65)	​	11
Interests of the Company’s Executive Officers and Directors in the Merger (Page 84)	​	12
No Solicitation of Competing Transactions (Page 112)	​	12
Conditions to the Merger (Page 122)	​	13
Termination of the Merger Agreement (Page 122)	​	13
Termination Fees (Page 123)	​	14
U.S. Federal Income Tax Consequences (Page 90)	​	15
Brazilian Tax Consequences (Page 92)	​	15
Cayman Islands Tax Consequences (Page 93)	​	15
Cayman Islands Data Protection and Anti-Money Laundering (Page 93)	​	16
Regulatory Matters (Page 89)	​	16
Litigation Relating to the Merger (Page 89)	​	17
Accounting Treatment of the Merger (Page 89)	​	17
Fees and Expenses (Page 88)	​	17
Remedies and Limitation on Liability (Page 83)	​	17
Questions and Answers About the Extraordinary General Meeting and the Merger	​	18
Special Factors	​	25
Background of the Merger	​	25
Reasons for the Merger and Recommendation of the Special Committee and the Board	​	46
Position of the Bidder Group as to the Fairness of the Merger	​	54
Certain Financial Projections	​	58
Opinion of the Special Committee’s Financial Advisor	​	65
Purposes of and Reasons for the Merger	​	75
Effects of Merger on the Company	​	76

i

​	Page
Plans for the Company after the Merger	​	78
Alternatives to the Merger	​	79
Effects on the Company if the Merger Is Not Completed	​	80
Financing of the Merger	​	80
Interim Investors Agreement	​	82
Support Agreement	​	82
Remedies and Limitation on Liability	​	83
Interests of Certain Persons in the Merger	​	83
Related Party Transactions	​	87
Fees and Expenses	​	88
Voting by the Participants at the Company Shareholders Meeting	​	88
Litigation Relating to the Merger	​	89
Accounting Treatment of the Merger	​	89
Regulatory Matters	​	89
Dissenters’ Rights	​	89
U.S. Federal Income Tax Consequences	​	90
Brazilian Tax Consequences	​	92
Cayman Islands Tax Consequences	​	93
Cayman Islands Data Protection and Anti-Money Laundering	​	93
Market Price of the Company’s Shares, Dividends and Other Matters	​	96
Market Price of the Shares	​	96
Dividend Policy	​	96
The Company Shareholders Meeting	​	98
Date, Time and Place of the Company Shareholders Meeting	​	98
Proposals to be Considered at the Company Shareholders Meeting	​	98
The Board’s Recommendation	​	99
Record Date; Shares Entitled to Vote	​	100
Quorum	​	100
Vote Required	​	100
Procedures for Voting	​	100
Proxy Holders for Registered Shareholders	​	101
Voting of Proxies and Failure to Vote	​	101
Revocability of Proxies	​	101
Rights of Shareholders Who Object to the Merger	​	102
Whom to Call for Assistance	​	102
Solicitation of Proxies	​	102
Other Business	​	102
The Merger Agreement and Plan of Merger	​	103
Explanatory Note Regarding the Merger Agreement	​	103
The Merger	​	103
Closing; Effective Time of the Merger	​	104
Effect of the Merger on the Shares and Merger Sub	​	104
Treatment of Company RSUs and Company Options	​	105

ii

​	Page
Treatment of Company Convertible Notes	​	106
Payment for Company Shares and Equity Awards	​	106
Representations and Warranties	​	106
Conduct of Business Pending the Merger	​	109
Clear Markets Restrictions	​	112
No Solicitation of Competing Transactions	​	112
Debt Document Notifications	​	116
Other Covenants and Agreements	​	116
Conditions to the Merger	​	122
Termination	​	122
Termination Fees and Limited Expense Reimbursement; Limitations on Liability	​	123
Amendments; Waivers	​	124
Specific Performance	​	125
PROVISIONS FOR UNAFFILIATED SECURITY HOLDERS	​	126
Dissenters’ Rights	​	127
Requirements for Exercising Dissenters’ Rights	​	127
Financial Information	​	129
Selected Historical Financial Information	​	129
Net Book Value per Share of the Company’s Shares	​	130
Transactions in the Shares	​	131
Purchases by the Company’s Directors and Executive Officers	​	131
Purchases by the Sponsors	​	131
Prior Public Offerings	​	131
Transactions in Prior 60 Days	​	132
Security Ownership of Certain Beneficial Owners and Management of the Company	​	133
Future Shareholder Proposals	​	136
Cautionary Note Regarding Forward-Looking Statements	​	137
Where You Can Find More Information	​	139
ANNEX A-1:    AGREEMENT AND PLAN OF MERGER	​	A-1
ANNEX A-2:    PLAN OF MERGER	​	A-2-1
ANNEX B:    OPINION OF EVERCORE U.S. AS FINANCIAL ADVISOR	​	B-1
ANNEX C*:    INTERIM INVESTORS AGREEMENT	​	C-1
ANNEX D*:    ROLLOVER AND SUPPORT AGREEMENT	​	D-1
ANNEX E:    CAYMAN ISLANDS COMPANIES ACT (AS AMENDED) – SECTION 238	​	E-1
ANNEX F:    DIRECTORS AND EXECUTIVE OFFICERS OF EACH FILING PERSON	​	F-1
ANNEX G:    FORM OF PROXY CARD	​	G-1

*

Schedules and exhibits to the Rollover and Support Agreement and the Interim Investors Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant will furnish copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.

iii

SUMMARY TERM SHEET

This “Summary Term Sheet” and the “Questions and Answers About the Extraordinary General Meeting and the Merger” highlight selected information contained in this Proxy Statement regarding the Merger (as defined below) and may not contain all of the information that may be important to your consideration of the Merger and other transactions contemplated by the Merger Agreement (as defined below) and the Plan of Merger (as defined below). You should carefully read this entire Proxy Statement and the other documents to which this Proxy Statement refers for a more complete understanding of the matters being considered at the Company Shareholders Meeting. In addition, this Proxy Statement incorporates by reference important business and financial information about the Company. You are encouraged to read all of the documents incorporated by reference into this Proxy Statement and you may obtain such information without charge by following the instructions in “Where You Can Find More Information” beginning on page 139. In this Proxy Statement, the terms “the Company,” “us,” “we” or other terms correlative thereto refer to Arco Platform Limited. All references to “dollars”or “$”in this Proxy Statement are to U.S. dollars, and all references to “BRL” or “R$” in this Proxy Statement are to Brazilian real, the lawful currency of Brazil.

The Parties Involved in the Merger

At the effective time of the Merger (the “Effective Time”), Achieve Holdings, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”), will be beneficially owned by (a) Dragoneer Global Fund II, L.P., a Cayman Islands exempted limited partnership, Dragoneer Global GP II, LLC, a Delaware limited liability company, Dragoneer Global GP II Holdings, L.P., a Cayman Islands exempted limited partnership, Dragoneer Global GP II CC, LLC, a Cayman Islands limited liability company, Cardinal DIG CC, LLC, a Cayman Islands exempted limited partnership, Dragoneer CF GP, LLC, a Cayman Islands limited liability company, Archery DF Holdings, LP, a Delaware limited partnership (together with their affiliates, “Dragoneer”), and Marc Stad (together with all persons listed in this item (a), the “Dragoneer Entities”), (b) General Atlantic, L.P., a Delaware limited partnership (“GA LP”), GAP (Bermuda) L.P., a Bermuda exempted limited partnership (“GAP Bermuda LP”), General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”), General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”), General Atlantic Partners (Bermuda) EU, L.P., a Bermuda exempted limited partnership (“GAP Bermuda EU”), General Atlantic (SPV) GP (Bermuda), LLC, a Bermuda limited liability company (“GA SPV Bermuda”), General Atlantic (Lux) S.à r.l., a Luxembourg private limited liability company (“GA Lux”), GAP Coinvestments III, LLC, a Delaware limited liability corporation (“GAPCO III”), GAP Coinvestments IV, LLC, a Delaware limited liability corporation (“GAPCO IV”), GAP Coinvestments V, LLC, a Delaware limited liability corporation (“GAPCO V”), GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”), General Atlantic GenPar (Lux) SCSp, a Luxembourg special limited partnership (“GA GenPar Lux”), General Atlantic Partners (Lux) SCSp, a Luxembourg special limited partnership (“GAP Lux”), GA IS Holding, L.P., a Bermuda exempted limited partnership (“GA IS”), and General Atlantic Arco (Bermuda) 2, L.P., a Bermuda exempted limited partnership (“GA Arco,” and together with its affiliates, “General Atlantic”), (c) Mr. Ari de Sá Cavalcante Neto (“Mr. de Sá Cavalcante Neto”), (d) ASCN Investment Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands, (e) Dr. Oto Brasil de Sá Cavalcante (“Dr. Brasil de Sá Cavalcante”), (f) OSC Investment Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (together with Dr. Brasil de Sá Cavalcante, Mr. de Sá Cavalcante Neto and ASCN Investment Ltd., the “Founder Filing Persons”), (g) Keenan Capital Fund LP, a Delaware limited partnership and/or certain of its affiliates (“Keenan”), and (h) Wishbone Management, LP, a Delaware limited partnership and/or certain of its affiliates (“Wishbone,” and together with Keenan, the “Other Rollover Shareholders”). Certain employees, directors and other shareholders of the Company may also roll over a portion of their Shares in the Company and become shareholders of Parent after the Closing (the “Minority Rollover Shareholders”). Mr. de Sá Cavalcante Neto, and Dr. Brasil de Sá Cavalcante are collectively referred to as the “Founders.” Dragoneer and General Atlantic are collectively referred to as the “Sponsors.” The Founders, the other Founder Filing Persons, the Sponsors and the Other Rollover Shareholders are collectively referred to as the “Rollover Shareholders.” Parent, Achieve Merger Sub, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned subsidiary of Parent (“Merger Sub”), the foregoing persons in items (a) through (f) including General Atlantic and the Dragoneer Entities are collectively referred

1

to as the “Bidder Group,” and the Bidder Group, the Other Rollover Shareholders and the potential Minority Rollover Shareholders are collectively referred to as the “Participants.”

The Company

The Company is a Cayman Islands exempted company incorporated with limited liability.

The Company is the issuer of ordinary shares, consisting of Class A common shares, par value $0.00005 per share (“Class A Shares”) and Class B common shares, par value $0.00005 per share (“Class B Shares,” and together with Class A Shares, collectively, “Shares” and each, a “Share”). Our principal executive offices are located at Rua Augusta 2840, 15th floor, suite 152, Consolação, São Paulo – SP, 01412-100, Brazil. The Company’s telephone number at this address is +55 (11) 3047-2699. Our registered office in the Cayman Islands is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

For a description of the Company’s history, development, business and organizational structure, see the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2022, filed on March 30, 2023, which is incorporated herein by reference. Please see “Where You Can Find More Information” beginning on page 139 for a description of how to obtain a copy of the Company’s annual report.

Parent

Parent is an exempted company with limited liability incorporated under the laws of the Cayman Islands and is a holding company formed solely for the purpose of the Transactions, including the Merger (each as defined below). The registered office address of Parent is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The business address of Parent is Rua Augusta, 2840, 15th floor, São Paulo, SP, Brazil 01412-100.

Merger Sub

Merger Sub is an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of Parent. Merger Sub is a holding company formed solely for the purpose of effecting the Transactions, including the Merger. The registered office address of Merger Sub is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008, Cayman Islands. The business address of Merger Sub is Rua Augusta, 2840, 15th floor, São Paulo, SP, Brazil 01412-100.

The Founder Filing Persons

Dr. Brasil de Sá Cavalcante is the Chairman of the board of directors of the Company and is a citizen of the Federal Republic of Brazil. His principal occupation is serving as the Chairman of the board of directors of the Company. The business address of Mr. de Sá Cavalcante Neto is Rua Augusta 2840, 15th floor, suite 152, Consolação, São Paulo — SP, 01412-100, Brazil.

OSC Investments Ltd. is an exempted company with limited liability incorporated under the laws of the Cayman Islands. OSC Investments Ltd. is principally an investing holding entity for Dr. Brasil de Sá Cavalcante. The registered office for OSC Investments Ltd. in the Cayman Islands is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

Mr. de Sá Cavalcante Neto is the Chief Executive Officer of the Company and is a citizen of the Federal Republic of Brazil. His principal occupation is serving as the Chief Executive Officer of the Company. The business address of Mr. de Sá Cavalcante Neto is Rua Augusta 2840, 15th floor, suite 152, Consolação, São Paulo — SP, 01412-100, Brazil.

ASCN Investments Ltd. is an exempted company with limited liability incorporated under the laws of the Cayman Islands. ASCN Investments Ltd. is principally an investing holding entity for Mr. de Sá Cavalcante Neto. The registered office for ASCN Investments Ltd. in the Cayman Islands is Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands.

2

The General Atlantic Entities

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.” The GA Funds and the Sponsor Coinvestment Funds share beneficial ownership of the Class A Shares held of record by GA Arco and GA IS at the time of this Proxy Statement. 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 is the general partner of GenPar Bermuda and the managing member of GA SPV Bermuda. GA LP is the managing member of GAPCO III, GAPCO IV and GAPCO V, and the general partner of GAPCO CDA.

The principal business of each of the GA Funds, the Sponsor Coinvestment Funds, GA LP, GAP Bermuda LP, GenPar Bermuda, GA SPV Bermuda, GA IS, GA Lux, GA Arco and GA GenPar Lux is investment. The business address and telephone number of GAP Bermuda LP, GenPar Bermuda, GAP Bermuda IV, GAP Bermuda EU, GA SPV Bermuda, GA IS and GA Arco is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, +1-441-295-1422. The business address and telephone number of GA Lux, GA GenPar Lux and GAP Lux is Luxembourg is 412F, Route d’Esch, L-1471 Luxembourg, +1-212-715-4000. The business address and telephone number 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, +1-212-715-4000.

The Dragoneer Entities

Dragoneer Global Fund II, L.P. (“DGF II”) is an exempted limited partnership established under the laws of the Cayman Islands. The registered office of DGF II is located at c/o Maples Corporate Services Limited, PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. The general partner of DGF II is Dragoneer Global GP II, LLC (“GP II”), a limited liability company established under the laws of the State of Delaware. The sole member of GP II is Dragoneer Global GP II Holdings, L.P. (“GP II Holdings”), an exempted limited partnership established under the laws of the Cayman Islands. The general partner of GP II Holdings is Dragoneer Global GP II CC, LLC (“GP II CC”), a limited liability company established under the laws of the Cayman Islands. The sole member of GP II CC is Cardinal DIG CC, LLC (“Cardinal”), a limited liability company established under the laws of the Cayman Islands. The sole member of Cardinal is Marc Stad.

Archery DF Holdings, LP (“Archery”) is a limited partnership established under the laws of the State of Delaware. The registered office of Archery is located at c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The general partner of Archery is Dragoneer CF GP, LLC (“CF GP”), a limited liability company established under the laws of the Cayman Islands. The sole member of CF GP is Marc Stad.

The principal business of each of DGF II, GP II, GP II Holdings, GP II CC, Cardinal, Archery and CF GP is making investments. The business address and telephone number of each of DGF II, GP II, GP II Holdings, GP II CC, Cardinal, Archery and CF GP is: c/o Dragoneer Investment Group, LLC, 1 Letterman Dr., Bldg. D, Suite M500, San Francisco, CA 94129, 415-539-3099.

The Other Rollover Shareholders

Wishbone Management, LP is a limited partnership established under the laws of the State of Delaware. John Harris, a citizen of the United States of America, is the Managing Director of Wishbone Management, LP and the Managing Member of the ultimate general partner of Wishbone Management, LP. The principal business address of Wishbone Management and Mr. Harris is c/o Wishbone Management, LP, 444 West Lake Street, 49th Floor, Chicago, IL 60606.

Keenan is a limited partnership established under the laws of the State of Delaware. The registered office of Keenan is located at c/o Registered Agent Solutions, Inc., 838 Walker Road, Suite 21-2, Dover, County of Kent, DE 19904. The general partner of Keenan is Keenan Capital GP, LLC (“KCGP”), a limited liability company established under the laws of the State of Delaware. The managing member of KCGP is

3

Keenan Capital, LLC (“Keenan Capital”), a limited liability company established under the laws of the State of California. The manager and sole member of Keenan Capital is Charles J. Keenan IV.

The principal business of each of KCGP, Keenan Capital, and Keenan is making investments. The business address and telephone number of each of KCGP, Keenan Capital, and Keenan is: c/o Keenan Capital, LLC, 1229 Burlingame Avenue, Suite 201 Burlingame, CA 94010, 650-344-3334.

The Merger (Page 103)

On August 10, 2023, the Company entered into an agreement and plan of merger (the “Merger Agreement”) with Parent and Merger Sub, pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) and cease to exist, with the Company continuing as the surviving company (the “Surviving Company”) and becoming a wholly-owned subsidiary of Parent. You are being asked to consider and vote upon a proposal to authorize and approve (as applicable) the Merger Agreement, the plan of merger required to be filed with the Registrar of Companies of the Cayman Islands in connection with the Merger (the “Plan of Merger”), and the transactions contemplated by the Merger Agreement and the Plan of Merger, including the Merger (the “Transactions”).

The Merger Agreement provides that, subject to the terms and conditions set forth in the Merger Agreement and the Plan of Merger, at the Effective Time, each Share that is issued and outstanding immediately prior to the Effective Time (other than (i) Shares beneficially owned by Parent or Merger Sub (including those contributed to Parent by the Rollover Shareholders or the potential Minority Rollover Shareholders) (the “Rollover Shares”) which will be cancelled for no consideration; (ii) Shares owned by the Company as treasury shares or Shares owned by any subsidiary of the Company as of immediately prior to the Effective Time, which shall be cancelled for no consideration; (iii) the securities described under “The Merger Agreement — Treatment of Company RSUs and Company Options,” which will be treated as set forth under such subsection (the excluded Shares described under items (i) through (iii) above are collectively referred to herein as the “Excluded Shares”); and (iv) Shares owned by holders who have validly exercised, perfected and not effectively withdrawn or lost their rights to dissent from the Merger pursuant to Section 238 of the Companies Act (as amended) of the Cayman Islands (the “CICA”) (the “Dissenting Shares”)) will be cancelled and automatically cease to exist, and each holder of such cancelled Shares will be entitled to receive $14.00 per share in cash, without interest and less any applicable withholding taxes (the “Per Share Merger Consideration”).

In addition, any holder of Shares who is not satisfied that they have been offered fair value for their Shares will have the right to seek appraisal of the fair value of such holder’s Shares, but only if such holder complies with all of the requirements of Section 238 of the CICA, which is the appraisal rights statute applicable to Cayman Islands exempted companies and which is summarized in the section entitled “Dissenters’ Rights” beginning on page 127 and reproduced in its entirety in Annex E to this Proxy Statement. The fair value of the Shares as determined under the CICA could be more than, the same as, or less than the Per Share Merger consideration pursuant to the Merger Agreement.

If the Merger is consummated, the Company will become a privately held company, wholly owned by Parent. Following the Merger, Parent will be beneficially owned by the Participants. If the fair value of the Dissenting Shares in accordance with Section 238 of the CICA is determined by the Grand Court of the Cayman Islands (the “Court”) to be the same or less than the Per Share Merger Consideration, the Company may be entitled to recover its legal costs of the Section 238 proceeding from you, on a joint and several basis, in conjunction with any other Shareholders who dissent from the Merger.

For more information, please see the section entitled “The Merger Agreement and Plan of Merger” beginning on page 103.

Per Share Merger Consideration (Page 104)

Under the terms of the Merger Agreement, at the Effective Time:

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Each Share (other than the Dissenting Shares, the Excluded Shares and the securities described under “— Treatment of Company RSUs and Company Options” ​(which will be treated as set forth under such subsection)) issued and outstanding immediately prior to the Effective Time will be

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cancelled and automatically cease to exist, and each holder of such Shares will be entitled to receive $14.00 per share in cash, without interest and less any applicable withholding taxes.

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Each Share owned by the Company as a treasury share and any Share owned directly by any direct or indirect wholly owned subsidiary of the Company, in each case as of immediately prior to the Effective Time, will be cancelled and automatically cease to exist, and no consideration will be delivered in exchange therefor.

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Each Share that is beneficially owned by Parent as of immediately prior to the Effective Time, including the Rollover Shares, will be cancelled and automatically cease to exist, and no consideration will be delivered in exchange therefor.

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To the extent available under the CICA, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who have validly exercised and perfected and not effectively withdrawn or lost their rights to dissent from the Merger, or dissenter rights, in accordance with Section 238 of the CICA shall be cancelled and cease to exist at the Effective Time and such dissenting shareholders shall not be entitled to receive the $14.00 per share merger consideration and shall instead be entitled to exercise the rights conferred by Section 238 of the CICA.

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Each ordinary share of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Surviving Company.

Treatment of Company RSUs and Company Options (Page 105)

Share Options

Each outstanding share option granted to participants under the Arco Platform Limited 2022 Share Option Plan (a “Company Option”) that is vested, outstanding and unexercised as of immediately prior to the Effective Time that has an exercise price per share that is less than $14.00 (each, a “Vested Company Option”) will be, upon exercise by the holder, settled into a number of Shares with a value equal to the excess of $14.00 and the applicable exercise price per share of such Vested Company Option, multiplied by the number of Shares underlying such Vested Company Option, less an amount of Shares equal to the applicable tax withholding amount. Notwithstanding the above, the Company may identify holders of Vested Company Options to not exercise their option at this time and elect for their Vested Company Options to be migrated at the Effective Time into an option award under a new equity incentive plan established by Parent or its applicable subsidiary pursuant to which the Vested Company Options will be migrated (the “New Share Plan”) and will represent a number of common shares of Parent at an exercise price per share that preserves the intrinsic value of such Vested Company Option as of immediately prior to the Effective Time. Each Share that is settled pursuant to a Vested Company Option that is not migrated into an option award under the New Share Plan will be cancelled and converted at the Effective Time into the Per Share Merger Consideration.

Each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, and with an exercise price per share that is equal to or greater than $14.00 will be cancelled without payment (or replacement option award) being made in respect thereof.

Restricted Share Units

Except as otherwise specified in the Merger Agreement, each then-outstanding time-based restricted share unit (each, a “Company RSU”) granted under the restricted shares grant plan of the Company, as amended and any underlying regular restricted shares grant agreements that provide for the issuance of restricted share units to any person (the “Company Share Plan”) that is vested or subject to accelerated vesting upon the Merger will be net settled (to reflect withholding taxes) into Shares of the Company. In accordance with the terms of the Merger Agreement, certain Company RSUs may be contributed to Parent in exchange for a number of common shares of Parent with an equivalent value. Each Share not so contributed will be cancelled and converted at the Effective Time into the Per Share Merger Consideration.

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Subject to the conditions and terms provided in the Merger Agreement, each award of Company RSUs that is outstanding and unvested as of immediately prior to the Effective Time and is not subject to accelerated vesting upon the consummation of the Merger will be migrated into an award of restricted share units under the New Share Plan established by the Surviving Company with a value of $14.00, which award will continue to vest on the same vesting schedule that applied to such corresponding Company RSU as of immediately prior to the Effective Time.

For more information regarding the Company Options and Company RSUs and their treatment, please see the section entitled “The Merger Agreement — Treatment of Company RSUs and Company Options” beginning on page 105.

Record Date and Voting Information

You are entitled to vote at the extraordinary general meeting of the Company in which the Company’s shareholders vote in respect of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions (the “Company Shareholders Meeting”) if you have Shares registered in your name on the register of members of the Company at the close of business in the Cayman Islands on November 7, 2023, the record date for voting Shares at the Company Shareholders Meeting (the “Share Record Date”). If you own Shares at the close of business in the Cayman Islands on the Share Record Date, the deadline for you to lodge your proxy card and vote is December 3, 2023 at 11:59 p.m. (Brasilia time).

Each shareholder has one vote for each Class A Share and 10 votes for each Class B Share, in each case held on the register of members of the Company as of the close of business in the Cayman Islands on the Share Record Date. We expect that, as of the Share Record Date, there will be 39,088,703 Class A Shares and 27,400,848 Class B Shares entitled to be voted at the Company Shareholders Meeting. See “— Voting Information” below.

Shareholder Vote Required to Authorize and Approve (as Applicable) the Merger Agreement and Plan of Merger (Page 100)

In order for the Merger to be completed, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, must be authorized and approved by a special resolution (as defined in the CICA) of the Company’s shareholders, which requires a resolution passed by holders of Shares representing at least two-thirds of the voting power of the Shares, voting together as a single class, entitled to vote and present, in person or by proxy, at the Company Shareholders Meeting.

As of October 25, 2023, the Rollover Shareholders beneficially own in the aggregate 13,709,703 Class A Shares and 27,400,848 Class B Shares, which represent approximately 61.8% of the total issued and outstanding Shares and approximately 91.9% of the total voting power of the outstanding Shares. See “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 133 for additional information. Pursuant to the terms of the Support Agreement (as defined below), these Shares will be voted in favor of the Merger, at the Company Shareholders Meeting.

Voting Information

Before voting your Shares, we encourage you to read this Proxy Statement in its entirety, including all of the annexes, attachments, exhibits and materials incorporated by reference, and carefully consider how the Merger will affect you. To ensure that your Shares can be voted at the Company Shareholders Meeting, please complete the accompanying proxy card, attached hereto as Annex G, in accordance with the instructions set forth on the proxy card as soon as possible. The deadline for you to lodge your proxy card is December 3, 2023, at 11:59 p.m. (Brasilia time). If a broker, bank or other nominee holds your Shares in “street name,” your broker, bank or other nominee should provide you with instructions on how to vote your Shares. Your broker, bank or other nominee will not vote your Shares in the absence of specific instructions from you. These non-voted Shares are referred to as “broker non-votes.”

Dissenters’ Rights (Page 127)

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Court in accordance with Section 238 of the CICA if the Merger is

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completed, but only if they deliver to the Company, before the vote to authorize and approve the Merger is taken at the Company Shareholders Meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is attached as Annex E to this Proxy Statement. The fair value of your Shares as determined by the Court could be more than, the same as, or less than the Per Share Merger Consideration you would receive pursuant to the Merger Agreement if you do not exercise dissenters’ rights with respect to such Shares. If the fair value of the Dissenting Shares in accordance with Section 238 of the CICA is determined by the Court to be the same or less than the Per Share Merger Consideration, the Company may be entitled to recover its legal costs of the Section 238 proceeding from you, on a joint and several basis, in conjunction with any other Shareholders who dissent from the Merger.

We encourage you to read the section of this Proxy Statement entitled “Dissenters’ Rights” as well as Annex E to this Proxy Statement carefully and to consult your Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

Purposes and Effects of the Merger (Page 75)

The purpose of the Merger is to enable Parent to acquire 100% equity ownership of the Company in a transaction in which the issued and outstanding Shares (other than the Excluded Shares, the Dissenting Shares and the securities described under “The Merger Agreement — Treatment of Company RSUs and Company Options,” which will be treated as set forth under such subsection) will be cancelled in exchange for the Per Share Merger Consideration. See “Special Factors — Purposes of and Reasons for the Merger” beginning on page 75 for additional information.

The Class A Shares of the Company are currently listed on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “ARCE.” It is expected that, following the consummation of the Merger, the Company will cease to be a publicly traded company and will instead become a private company owned by Parent. See “Special Factors — Effects of Merger on the Company” beginning on page 76 for additional information.

Plans for the Company after the Merger (Page 78)

Following the completion of the Merger, Parent will own 100% of the equity interest in the Surviving Company. The Participants anticipate that the Company will continue to conduct its operations substantially as they are currently being conducted, except that it will cease to be a publicly traded company and will instead be a wholly owned subsidiary of Parent.

Following the completion of the Merger and the anticipated deregistration of the Class A Shares, the Company will no longer be subject to the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) and the compliance and reporting requirements of Nasdaq and the related direct and indirect costs and expenses and may experience positive effects on profitability as a result of the elimination of such costs and expenses.

Recommendations of the Special Committee and the Board (Page 46)

The special committee (the “Special Committee”) of the board of directors of the Company (the “Board”), composed solely of directors unaffiliated with the management of the Company or any Participant, after consultation with its financial advisor and legal counsel, unanimously resolved, among other matters, that: (i) the terms of the Merger are fair and reasonable to the Company and the Unaffiliated Security Holders; (ii) the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands laws; (iii) the terms of the Merger Agreement, the Plan of Merger, the Merger and the Transactions are in the best interests of the Company; (iv) the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the Transactions are recommended to be approved and declared advisable and the Company authorized to merge with Merger Sub so that the Company will be the Surviving Company and all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA be and are hereby authorized and approved; (v) the Merger would be most likely to promote the success of the Company for the benefit of its members as a whole, including, in particular, the Unaffiliated Security Holders; and (vi) subject to Section 5.04 of the Merger Agreement, the Special Committee recommended

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that the Board (a) declare advisable and in the best interests of the Company the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, (b) authorize and enter into (as applicable) the Merger Agreement and the Plan of Merger and approve the Merger and the other Transactions, and (c) subject to Section 5.04 of the Merger Agreement, recommended that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the Transactions, at the Company Shareholders Meeting; and (vii) determine that the Merger Agreement and the other transactions on the terms set out in the Merger Agreement and the Equity Commitment Letters (as defined below) (the “Transaction Documents”) are compliant with the articles of association of the Company.

After careful consideration, and upon the unanimous recommendation of the Special Committee and after each director duly disclosed his interests in the transactions contemplated by the Merger Agreement, (including the Merger), the Board (other than Mr. Ari de Sá Cavalcante Neto, Dr. Oto Brasil de Sá Cavalcante, Paula Soares de Sá Cavalcante and Martin Escobari (collectively, the “Interested Directors”), each of whom abstained from voting on the matter due to affiliations with the Bidder Group) recommends that you vote: (1) FOR the proposal, by special resolution, to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger, (2) FOR the proposal, by special resolution, to authorize, approve and confirm (as applicable) in all respects (a) that Merger Sub merge with and into the Company, with the Company as the surviving company and that all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA, (b) the Plan of Merger, a copy of which is attached to the accompanying Proxy Statement as Annex A-2, and the Company entering into the Plan of Merger, and (c) upon the Effective Date (as defined in the Plan of Merger) (i) that the memorandum and articles of association of the Company in effect as of the date of the accompanying Proxy Statement be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the Plan of Merger, (ii) that the authorized share capital of the Company be amended and re-designated as set forth in the Plan of Merger, (iii) that the Plan of Merger be executed by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company, and that the Plan of Merger, together with any supporting documentation, be submitted for registration to the Registrar of Companies of the Cayman Islands, and (iv) all actions taken and documents or agreements executed, signed or delivered by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company in connection with or ancillary to all such contemplated transactions; and (3) FOR, if necessary, the proposal to adjourn the Company Shareholders Meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Company Shareholders Meeting to pass the special resolutions to be proposed at the Company Shareholders Meeting or for any other reason determined by the chairman of the Company Shareholders Meeting.

Position of the Bidder Group as to the Fairness of the Merger (Page 54)

Each member of the Bidder Group believes that the Merger is fair to the Unaffiliated Security Holders. Their belief is based upon the factors discussed under the section entitled “Special Factors — Position of the Bidder Group as to the Fairness of the Merger” beginning on page 54.

Financing of the Merger (Page 80)

The Company and the Sponsors estimate that the total amount of funds necessary to complete the Transactions is approximately $475 million as of the date of this Proxy Statement, assuming no exercise of dissenters’ rights by shareholders of the Company. In calculating this amount, the Company and the Sponsors did not consider the value of the Excluded Shares, which will be cancelled for no consideration pursuant to the Merger Agreement. This amount includes the cash to be paid to the Unaffiliated Security Holders and holders of vested Company Options, vested Company RSUs and Company RSUs that are outstanding and unvested as of immediately prior to the Effective Time that are subject to accelerated vesting upon the consummation of the Merger (the “Accelerating Company RSUs”), as well as the related costs and expenses, in connection with the Transactions, which cash amount will be reduced to the extent such holders elect for all or a portion of their Net Option Consideration or Net RSU Consideration, as applicable, to be

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contributed to Parent in exchange for shares of Parent as of immediately prior to the Effective Time, pursuant to the procedures set forth in the Merger Agreement.

The Sponsors expect to provide this amount through cash contributions as contemplated by certain equity commitment letters, dated as of August 10, 2023, between Parent and an affiliate of each of General Atlantic and Dragoneer (the “Equity Commitment Letters”). See “Special Factors — Financing of the Merger” beginning on page 80 for additional information.

Under the terms and subject to the conditions of the Equity Commitment Letters, the Sponsors will provide equity financing in an aggregate amount of approximately $475 million to Parent to complete the Merger, which amount may be reduced by the value of any additional shares that are not currently anticipated to be, but are at the Closing, Excluded Shares.

Equity Financing

Pursuant to the Equity Commitment Letters, the Sponsors have committed, subject to the terms and conditions therein, to purchase, or cause the purchase of, equity securities of Parent, at or prior to the Effective Time, in an aggregate cash amount of approximately $475 million.

The amount of each Sponsor’s equity commitment under its Equity Commitment Letter is $316,390,606 by an affiliate of General Atlantic and $158,195,303 by an affiliate of Dragoneer, in each case with such funds to be used by Parent solely for the purpose of financing the Transactions, including the Merger, and paying all other fees, costs and expenses incurred or required to be paid by Parent pursuant to and in accordance with the Merger Agreement.

The funding of each Sponsor’s equity commitment under its Equity Commitment Letter is conditioned upon (i) the satisfaction in full or waiver, to the extent permitted by applicable law, at or prior to the Closing, of each of the conditions to Parent’s and Merger Sub’s obligations to complete the Merger under the Merger Agreement (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent permitted by applicable law, waiver of those conditions), (ii) either the substantially contemporaneous occurrence of the Closing or the obtaining by the Company, in accordance with the Merger Agreement, of an injunction or other appropriate form of specific performance or equitable relief requiring Parent to cause the equity financing under the Equity Commitment Letters to be funded and Parent and Merger Sub to effect the Closing, (iii) the substantially contemporaneous funding to Parent of the contributions contemplated by the other Equity Commitment Letter (unless Parent is also seeking, to the same extent, enforcement of the other Sponsor’s Equity Commitment Letter in accordance with the terms thereof, or the other Sponsor has satisfied or has irrevocably confirmed it is prepared to satisfy its obligations under the other Equity Commitment Letter), and (v) the substantially contemporaneous consummation of the contribution of the Rollover Shares by the Rollover Shareholders pursuant to and in accordance with the rollover and support agreement, dated as of August 10, 2023 (the “Support Agreement”), by and among the Rollover Shareholders and Parent.

In addition, pursuant to each Equity Commitment Letter, the applicable Sponsor has agreed to fund its pro rata portion of any monetary damages for Parent or Merger Sub’s fraud or willful breach of the Merger Agreement for which Parent or Merger Sub is determined to be liable pursuant to a final, non-appealable judgment in accordance with the Merger Agreement, up to such Sponsor’s pro rata portion of the liability cap of $86,000,000 (the “Parent Liability Cap”), and subject to certain terms and conditions set forth in the Equity Commitment Letter.

Each Equity Commitment Letter and the obligation of each of the Sponsors to fund its respective equity commitment or damages commitment thereunder will terminate automatically and immediately upon the earliest to occur of (i) 5:00 pm Eastern Time on the 30th day following the valid termination of the Merger Agreement in accordance with its terms unless the Company commences an action against Parent or Merger Sub prior to 5:00 pm Eastern Time on such 30th day for damages for Parent or Merger Sub’s willful breach of the Merger Agreement or fraud in accordance with the terms of the Merger Agreement, in which case the Equity Commitment Letter shall survive solely with respect to the amounts claimed or alleged to be owed, up to the applicable damages cap as set forth therein), (ii) the consummation of the Closing and the payments to be made by Parent or Merger Sub in accordance with the Merger Agreement (at which

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time such obligation will be discharged in full), (iii) the Company or any of its affiliates directly or indirectly (a) asserting a claim in any litigation, arbitration or action against Parent, Merger Sub, such Sponsor, any Non-Recourse Party (as defined in the relevant Equity Commitment Letter) of such Sponsor in connection with or relating to such Equity Commitment Letter, the Merger Agreement, or any of the Transactions (other than a claim seeking an order of specific performance or other equitable relief pursuant to and in accordance with the Merger Agreement or of either Sponsor’s obligation to fund its equity commitment in the circumstances provided for and in accordance with the Equity Commitment Letters or certain retained claims set forth in the Equity Commitment Letters), or (b) asserting that the relevant cap on such Sponsor’s aggregate liabilities under its Equity Commitment Letter or the relevant caps of other Sponsors in their respective Equity Commitment Letters on their respective liabilities is illegal, invalid or unenforceable in whole or in part, (iv) the satisfaction in full of the Sponsor’s obligation to complete the funding of its equity commitment under its Equity Commitment Letter at or prior to the Closing or (v) payment by Parent or any of its affiliates of monetary damages pursuant to and in accordance with the Merger Agreement.

The Company is an express third-party beneficiary of each of the Equity Commitment Letters to the extent of its right to seek specific performance of each of the equity commitments under the circumstances in which the Company would be permitted by the Merger Agreement to obtain specific performance requiring Parent to enforce the equity commitments or to seek funding of the damages commitment in accordance with the applicable Equity Commitment Letter. Each of the Sponsors may assign or delegate all or a portion of its obligations to fund its equity commitment to any of such Sponsor’s affiliates, so long as such Sponsor remains liable for the obligations under its Equity Commitment Letter.

Rollover Equity

Concurrently with the execution and delivery of the Merger Agreement, Parent and the Rollover Shareholders entered into the Support Agreement. Pursuant to the Support Agreement, among other things, (a) 409,565 Class A Shares held by Ari de Sá Cavalcante Neto at the Per Share Merger Consideration of $14.00, (b) 8,297,485 Class B Shares held by ASCN Investments Ltd at the Per Share Merger Consideration of $14.00, (c) 19,103,363 Class B Shares held by OSC Investments Ltd. at the Per Share Merger Consideration of $14.00, (d) 4,103,366 Class A Shares held by General Atlantic at the Per Share Merger Consideration of $14.00, (e) 1,565,395 Class A Shares held by Dragoneer at the Per Share Merger Consideration of $14.00 and (f) an aggregate of 4,935,445 Class A Shares held by the Other Rollover Shareholders at the Per Share Merger Consideration of $14.00, in each case, will be contributed to Parent immediately prior to the Effective Time and at the Effective Time will be cancelled without any payment of, or the right to receive, the Per Share Merger Consideration. In consideration for the contribution of its or his Rollover Shares, Parent will issue to each Rollover Shareholder (a) a number of newly issued class A common shares of Parent equal to its or his respective number of Rollover Shares that are Class A Shares and (b) a number of newly issued class B common shares of Parent equal to its or his respective number of Rollover Shares that are Class B Shares, in each case immediately prior to the contribution thereof.

The consummation of the subscription for and issuance of ordinary shares of Parent contemplated by the Support Agreement is subject to the satisfaction in full (or waiver, if permissible) of all of the conditions to Parent and Merger Sub’s obligations to complete the Merger under the Merger Agreement (other than those conditions that by their nature are to be satisfied or waived, as applicable, at the closing of the Merger). The Support Agreement will terminate immediately upon the earliest to occur of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, and (c) the written agreement of each Rollover Shareholder or its beneficial owner on the one hand and Parent, on the other hand, to the extent approved by all Sponsors and Founders (however in each case the voting provisions will survive through the two-month anniversary of the termination of the Support Agreement). A copy of the Support Agreement is attached as Annex D to this Proxy Statement and is incorporated herein by reference.

Interim Investors Agreement (Page 82)

Concurrently with the execution and delivery of the Merger Agreement, Parent, Merger Sub and the Rollover Shareholders as of such date, entered into an interim investors agreement (the “Interim Investors Agreement”), which governs the relationship among the parties thereto with respect to the Merger Agreement and matters relating thereto until the termination of the Merger Agreement or consummation of the

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Merger. The Interim Investors Agreement provides for, among other things, subject to certain limitations or exceptions therein, (a) the mechanism for making decisions relating to the equity financing pending consummation of the Merger, (b) the mechanism for making decisions relating to the Merger Agreement and ancillary agreements pending consummation of the Merger, (c) the allocation of certain fees and expenses among the Bidder Group and the Surviving Company, and (d) certain obligations to cooperate with other members of the Bidder Group to obtain applicable governmental or regulatory approvals of the Transactions and regarding securities filings required in connection with the Transactions.

Support Agreement (Page 82)

Concurrently with the execution and delivery of the Merger Agreement, Parent and the Rollover Shareholders entered into the Support Agreement, pursuant to which they have agreed, among other things, that:

(a)    each Rollover Shareholder will vote, or cause to be voted (including by proxy, if applicable), all of the Shares owned directly or indirectly by it or him (or over which it or he holds a power of attorney to vote) in favor of the authorization and approval of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, and any other matter necessary to effect the Transactions, including the Merger, and against certain matters, including any competing or alternative transactions or any other action, transaction or proposal reasonably likely to impede the Transactions, including the Merger; and

(b)   (i) the Rollover Shares held by the Rollover Shareholders will be contributed to Parent immediately prior to the Effective Time and at the Effective Time will be cancelled without any payment of, or the right to receive, the Per Share Merger Consideration; and (ii) in consideration for the contribution of its or his Rollover Shares, Parent will issue to each Rollover Shareholder a number of newly issued ordinary shares of Parent equal to its or his respective number of Rollover Shares immediately prior to the contribution thereof.

A copy of the Support Agreement is attached as Annex D to this Proxy Statement and is incorporated herein by reference.

As of October 25, 2023, the Bidder Group beneficially owns an aggregate of 6,078,326 Class A Shares and 27,400,848 Class B Shares. As of October 25, 2023, the Other Rollover Shareholders beneficially own in the aggregate 7,631,377 Class A Shares, which, together with the Bidder Group, represent approximately 61.8% of the total number of issued and outstanding Shares and approximately 91.9% of the total voting power of the outstanding Shares.

Opinion of the Special Committee’s Financial Advisor (Page 65)

The Special Committee retained Evercore Group L.L.C. (“Evercore U.S.”) and Seneca Evercore Advisors Ltda. (“Seneca” and, collectively with Evercore U.S., “Evercore”) to act as its financial advisor in connection with evaluating the proposed Merger. At a meeting of the Special Committee held on August 10, 2023, Evercore U.S. rendered to the Special Committee its oral opinion that, as of August 10, 2023, and based upon and subject to the assumptions, limitations, qualifications and conditions set forth in Evercore U.S.’s opinion, the Per Share Merger Consideration to be received by the holders of the Class A Shares (other than the holders of the Excluded Shares and the Dissenting Shares) in the Merger was fair, from a financial point of view, to such holders. Evercore U.S. subsequently confirmed its oral opinion in a written opinion on the same date.

The full text of the written opinion of Evercore U.S., dated as of August 10, 2023, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. The Company encourages you to read this opinion carefully and in its entirety. Evercore U.S.’s opinion was addressed to, and provided for the information and benefit of, the Special Committee (in its capacity as such) in connection with its evaluation of the fairness of the Per Share Merger Consideration, from a financial point of view, to the Company and the holders of the Class A Shares (other than the holders of the Excluded Shares and the Dissenting Shares), and did not address any other aspects or implications of the Merger. The opinion does not constitute a recommendation to the Special Committee or to

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any other persons in respect of the Merger, including as to how any holder of Shares should vote or act in respect of the Merger. Evercore U.S.’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

Interests of the Company’s Executive Officers and Directors in the Merger (Page 84)

In considering the recommendation of the Special Committee and the Board, the Company’s shareholders should be aware that certain of the Company’s executive officers and directors have interests in the Transactions that are different from, and/or in addition to, the interests of the Company’s shareholders generally. These interests include:

•

Company Options.   Certain of the Company’s executive officers and directors hold Company RSUs and Company Options. The treatment of the Company RSUs and Company Options that are held by the Company’s executive officers and directors in the Merger is set forth in the section below entitled “— Treatment of Company RSUs and Company Options held by Executive Officers and Directors”;

•

the beneficial ownership of equity interests in Parent by Mr. de Sá Cavalcante Neto, CEO of the Company and member of the Board, and Dr. Brasil de Sá Cavalcante, Chairman of the Board, as a result of the rollover and the Merger (if approved and consummated), which will permit the Founders to indirectly maintain a majority of the voting power of the Surviving Company;

•

the potential enhancement or decline of the share value of the Surviving Company, of which Mr. de Sá Cavalcante Neto and Dr. Brasil de Sá Cavalcante will have ownership as a result of the completion of the Merger, and future performance of the Surviving Company;

•

Mr. de Sá Cavalcante Neto and Dr. Brasil de Sá Cavalcante are affiliated with the Bidder Group;

•

Ms. Cavalcante is the daughter of Dr. Brasil de Sá Cavalcante and the sister of Mr. de Sá Cavalcante Neto;

•

among the other directors of the Company, Mr. Martin Escobari is affiliated with General Atlantic (in his capacity as Co-President, Managing Director and Head of Latin America of General Atlantic);

•

continued indemnification rights and directors and officers liability insurance to be provided by the Surviving Company to former directors and officers of the Company pursuant to the Merger Agreement; and

•

the expected continuation of service of certain executive officers of the Company with the Surviving Company in positions that are substantially similar to their current positions, allowing them to benefit from remuneration arrangements with the Surviving Company.

The Special Committee and the Board were aware of these potential conflicts of interest and considered them, among other matters, in reaching their decisions and recommendations with respect to the Merger Agreement and related matters. See “Special Factors — Interests of Certain Persons in the Merger” beginning on page 83 for additional information.

No Solicitation of Competing Transactions (Page 112)

Pursuant to the Merger Agreement, the Company agreed to be subject to certain customary non-solicitation provisions, whereby, among other things, the Company agreed to cause each of its subsidiaries not to, and agreed to instruct its and its subsidiaries’ representatives not to, and to not publicly announce any intention to, directly or indirectly, solicit, initiate, knowingly encourage or knowingly facilitate any inquiry, discussion, offer or request that constitutes, or would reasonably be expected to lead to, an Alternative Acquisition Proposal (as defined in the section entitled “The Merger Agreement — No Solicitation of Competing Transactions”) (it being understood and agreed that ministerial acts that are not otherwise prohibited by the Merger Agreement (such as answering unsolicited phone calls and informing persons of the provisions summarized in this Proxy Statement or contacting any person making an Alternative Acquisition Proposal solely to ascertain facts or clarify terms and conditions) will not be deemed to “solicit,” “encourage” or “facilitate” for purposes of, or otherwise constitute a violation of, non-solicitation provisions included in the Merger Agreement).

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However, following the date of the Merger Agreement and until the receipt of a resolution passed by holders of Shares representing at least two-thirds of the voting power of the Shares, voting together as a single class, entitled to vote and present, in person or by proxy, at the Company Shareholders Meeting, authorizing and approving the Merger Agreement, the Plan of Merger and the Transactions (the “Company Shareholder Approval”), the Company will be able to (i) furnish or cause to be furnished non-public information to and afford access to the business, employees, officers, contracts, properties, assets, books and records of the Company and the Company’s subsidiaries to the third party and its representatives that made such Alternative Acquisition Proposal, pursuant to an executed confidentiality agreement (and the Company and/or Company subsidiaries may enter into a customary confidentiality agreement that contains provisions that are no less favorable in the aggregate to the Company than those contained in the Sponsors’ non-disclosure agreements and that does not prohibit compliance by the Company with any of the provisions of the Merger Agreement (it being understood that the Company shall not be required to include any “standstill” provision in such confidentiality agreement); and (ii) enter into, engage in and continue thereafter discussions or negotiations with the third party and its representatives that made such Alternative Acquisition Proposal with respect to such Alternative Acquisition Proposal (so long as such Alternative Acquisition Proposal remains reasonably likely to lead to a Superior Proposal (as defined in the section entitled “The Merger Agreement — No Solicitation of Competing Transactions”)), if the Company receives a bona fide Alternative Acquisition Proposal provided there has been no material breach of the Company’s obligations not to solicit Alternative Acquisition Proposals or engage in discussions regarding Alternative Acquisition Proposals, and the Board (acting at the recommendation of the Special Committee) or the Special Committee has determined, in its good faith judgment (after consultation with its financial advisor and outside legal counsel) that such Alternative Acquisition Proposal constitutes or would reasonably be expected to lead to a Superior Proposal and that failure to take such action would reasonably be likely to be inconsistent with the directors’ fiduciary duties under applicable law.

The non-solicitation provisions are described in more detail in the section entitled “The Merger Agreement — No Solicitation of Competing Transactions” beginning on page 112.

Conditions to the Merger (Page 122)

The obligations of the Company, Parent and Merger Sub to consummate the Merger are subject to the satisfaction or, to the extent permitted by applicable law, waiver, at or prior to the Closing, of certain conditions, including (a) the receipt of the Company Shareholder Approval, (b) the absence of any law or order from a governmental entity that is in effect and prevents, makes illegal or prohibits the consummation of the Merger or the other Transactions, (c) the receipt and maintenance in full force and effect of the requisite regulatory approvals, (d) the accuracy of the representations and warranties of the parties, subject to certain materiality qualifiers and exceptions, (e) compliance in all material respects by the parties with their respective obligations under the Merger Agreement, including delivery by the Company to Parent of a certificate dated as of the closing date certifying to its satisfaction of clauses (d) through (f), and (f) with respect to the obligations of Parent and Merger Sub, the absence of any circumstance, occurrence, effect, change, event or development that has had or would reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement and in the section entitled “The Merger Agreement — Representations and Warranties” beginning on page 106) that is continuing as of Closing.

Waiver of any condition to Closing by the Company is permitted at the direction of and will only be valid if approved by the Special Committee.

Additional information regarding the conditions to the Merger are described in more detail in the section entitled “The Merger Agreement — Conditions to the Merger” beginning on page 122.

Termination of the Merger Agreement (Page 122)

The Merger Agreement may be terminated by mutual written consent of the Company (provided that such termination has been approved by the Special Committee) and Parent at any time prior to the Effective Time, whether before or after receipt of the Company Shareholder Approval.

Either the Company (acting at the recommendation of the Special Committee) or Parent may also terminate the Merger Agreement if, among other situations, and subject to certain exceptions, extensions and limitations set forth in the Merger Agreement:

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•

the Merger is not consummated on or before 5:00 p.m., Eastern Time, on August 10, 2024 (the “End Date”);

•

a legal restraint preventing the consummation of the transactions has become final and non-appealable; or

•

if the other party has breached any of its representations, warranties, covenants or agreements contained in the Merger Agreement or if any representation or warranty of the other party has become untrue, in a way that results in the failure to satisfy a condition to the completion of the Merger, and such breach has not been timely cured.

The Company (acting at the recommendation of the Special Committee) may also terminate the Merger Agreement:

•

prior to the receipt of the Company Shareholder Approval, in order to enter into a definitive written agreement providing for a Superior Proposal; provided that the Company pays the termination fee to Parent substantially concurrently with any such termination (it being understood that the Company will enter into such definitive agreement substantially concurrently with such termination of the Merger Agreement); or

•

if the Company Shareholder Approval has not been obtained at a duly convened meeting of the Company’s shareholders, or any due adjournment thereof at which a vote on the proposed Merger was taken.

Parent may terminate the Merger Agreement prior to the occurrence of a meeting of the Company’s shareholders to vote on the Merger Proposals if:

•

an adverse recommendation change (as described in the in the section entitled “The Merger Agreement — No Solicitation of Competing Transactions”) has occurred;

•

after a third party makes a tender offer or exchange offer for Shares that is subject to Regulation 14D promulgated under the Exchange Act, and the Special Committee fails to make a timely recommendation that the Company’s shareholders reject such tender offer or exchange offer; or

•

after an Alternative Acquisition Proposal is publicly disclosed and Parent requests to reaffirm its recommendation, the Special Committee fails to publicly and timely reaffirm its recommendation that the Company’s shareholders vote to adopt and approve the Merger.

Additional information regarding the situations pursuant to which the Merger Agreement can be terminated are described in more detail in the section entitled “The Merger Agreement — Termination” beginning on page 122.

Termination Fees (Page 123)

The Company will be required to pay to Parent a termination fee of $20,000,000 in the event that:

•

The Company (acting at the recommendation of the Special Committee) prior to obtaining the Company Shareholder Approval terminates the Merger Agreement to enter into a definitive written agreement providing for a Superior Proposal;

•

Parent prior to the Company Shareholders Meeting terminates the Merger Agreement because (i) the Special Committee made an adverse change to its recommendation that the Company’s shareholders adopt and approve the Merger, (ii) the Special Committee fails to recommend rejection of any intervening third-party tender or exchange offer within 10 business days of such offer, or (iii) after the public disclosure of an Alternative Acquisition Proposal and Parent’s request to reaffirm the recommendation, the Special Committee fails to publicly reaffirm its recommendation to adopt and approve the Merger Agreement within the earlier of 10 business days of Parent requesting the same and two business days prior to the End Date; or

•

Each of the following occur:

◦

prior to the termination of the Merger Agreement in accordance with its terms, a third party makes an Alternative Acquisition Proposal to the Company, the Special Committee or the

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Company’s shareholders and such Alternative Acquisition Proposal is not withdrawn (prior to the Company Shareholders Meeting);

◦

following such proposal, the Merger Agreement is terminated by either (x) the Company or Parent because the Merger has not been completed by the End Date or (y) Parent following a breach by the Company of any of its representations, warranties, covenants or agreements set forth in the Merger Agreement, and such breach has not been timely cured (as specified in the Merger Agreement); provided that Parent is not then in breach of the Merger Agreement or the Support Agreement in any material respect; and

◦

within 12 months following such termination, the Company consummates an Alternative Acquisition Proposal or enters into a definitive agreement with respect to an Alternative Acquisition Proposal and such Alternative Acquisition Proposal is consummated (whether or not consummated within such 12-month period).

Each of Parent and the Company will bear its own expenses in connection with the Merger Agreement and the transactions contemplated thereby, whether or not such transactions are consummated, except that if the Company fails to pay the termination fee as and when due to Parent pursuant to the Merger Agreement, the Company will also be obligated to pay any costs and expenses incurred by Parent in connection with any legal action to enforce the Merger Agreement that results in a judgment against the Company for the termination fee, together with interest on the amount of any unpaid termination fee and the costs and expenses incurred by Parent at the publicly announced prime rate set forth in the Wall Street Journal, Eastern Edition, on the date that such termination fee and/or costs and expenses were required to be paid (but excluding the payment date).

For more information, please see the section entitled “The Merger Agreement — Termination Fees and Limited Expense Reimbursement; Limitations on Liability” beginning on page 123.

U.S. Federal Income Tax Consequences (Page 90)

The receipt of cash in exchange for Shares pursuant to the Merger will generally be a taxable transaction for U.S. federal income tax purposes and may also be a taxable transaction under applicable state, local and other tax laws. The tax considerations relevant to you with respect to the Merger will depend upon your personal circumstances. You should consult your tax advisors for a full understanding of the U.S. federal, state, local, foreign and other tax considerations relevant to you. Please see “Special Factors — U.S. Federal Income Tax Consequences” beginning on page 90 for additional information.

Brazilian Tax Consequences (Page 92)

Holders of Shares that are not domiciled in or a resident of Brazil for tax purposes should not be subject to any tax consequence in Brazil, as the Company is incorporated in the Cayman Islands and the Shares are traded in the U.S., where the Per Share Merger Consideration or the cash for exercising dissenters’ rights (as described under the section entitled “Dissenters’ Rights” beginning on page 127) will be paid.

Holders of Shares that are domiciled in or a resident in Brazil for tax purposes (“Brazilian Holders”) will be subject to tax in Brazil. This Proxy Statement does not purport to include a comprehensive description of all tax considerations that may be relevant, and the disclosures contained are not applicable to all categories of investors, some of which may be subject to special rules. Brazilian Holders should consult their own tax advisors as to the tax consequences of the Merger.

Please see “Special Factors — Brazilian Tax Consequences” beginning on page 92 for additional information.

Cayman Islands Tax Consequences (Page 93)

The following is a discussion on certain Cayman Islands income tax consequences of an investment in the securities of the Company. The discussion is a general summary of present law, which is subject to prospective and retroactive change. It is not intended as tax advice, does not consider any investor’s particular circumstances, and does not consider tax consequences other than those arising under Cayman Islands law.

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Payments of dividends and capital in respect of the Company’s securities will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities under the terms of the Merger Agreement be subject to Cayman Islands income or corporation tax.

There are no other taxes likely to be material levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or after execution brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on transfers of shares of Cayman Islands companies except those which hold interests in land in the Cayman Islands. The Cayman Islands is not party to any double tax treaties which are applicable to any payments made by or to the Company.

The Company has been incorporated under the laws of the Cayman Islands as an exempted company with limited liability and, as such, has obtained an undertaking from the Financial Secretary of the Cayman Islands substantially in the following form:

The Tax Concessions Act Undertaking as to Tax Concessions

In accordance with the Tax Concessions Act (As Revised), the following undertaking is hereby given to the Company:

a.   That no law which is hereafter enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to the Company or its operations; and

b.   In addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable:

i.   on or in respect of the shares, debentures or other obligations of the Company; or

ii.   by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Act (As Revised).

These concessions shall be for a period of 20 years from April 16, 2018.

Cayman Islands Data Protection and Anti-Money Laundering (Page 93)

Data Protection Law — Cayman Islands

The Company has certain duties under the Cayman Islands Data Protection Act (“DPA”). The Company shall act as “data controller” in relation to “personal data” ​(as such terms are defined in the DPA) provided by the shareholder. The Company’s privacy notice, contained in this Proxy Statement under the heading “Special Factors — Cayman Islands Data Protection and Anti-Money Laundering — Data Protection Law — Cayman Islands” provides information on the Company’s obligations and use of personal data in accordance with the DPA. The shareholder should read the privacy notice and promptly provide the privacy notice to each individual whose personal data the shareholder provides to the Company.

Anti-Money Laundering — Cayman Islands

In the event the Company knows or suspects, or has reasonable grounds for knowing or suspecting, that another person is engaged in criminal conduct, is involved with money laundering, terrorism or terrorist property or proliferation financing, or is subject to applicable sanctions, the Company will be required to disclose relevant information to the relevant government authorities. Such disclosure will not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise. The Company reserves the right to refuse to make any payment to any person if making the payment might result in a breach of applicable anti-money laundering, counter-terrorist financing, prevention of proliferation financing and financial sanctions.

Regulatory Matters (Page 89)

The Company does not believe that any material regulatory approvals, filings or notices are required in connection with effecting the Merger other than (a) the approvals, filings or notices required under the U.S.

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federal securities laws, (b) the filing with the Registrar of Companies of the Cayman Islands the Plan of Merger and any other certificates, documents, declarations, undertakings and confirmations, and payment of such fees, as may be required to be filed and paid pursuant to Section 233 of the CICA to effect the Merger and, in the event the Merger becomes effective, a copy of the certificate of Merger being given to the shareholders and creditors, as applicable, of the Company and Merger Sub as at the time of the filing of the Plan of Merger and notice of the Merger being published in the Cayman Islands Government Gazette, (c) compliance with the Nasdaq rules and regulations, and (d) the consents, approvals, authorizations or permits of, or filings with or notifications to, the Conselho Administrativo de Defesa Econômica (CADE). On September 14, 2023, the Company obtained the approval of the Merger from CADE, which approval became effective and definitive (not subject to appeal) after the passage of a 15-day waiting period following such date.

Litigation Relating to the Merger (Page 89)

We are not aware of any lawsuit that challenges the Merger, the Merger Agreement or any of the Transactions.

Accounting Treatment of the Merger (Page 89)

The Merger is expected to be accounted for, at historical cost, as a merger of entities under common control in accordance with IFRS 03 “Business Combinations.”

Fees and Expenses (Page 88)

Whether or not the Merger is completed, all costs and expenses incurred in connection with the Merger Agreement and the Transactions will be paid by the party incurring such costs and expenses except as otherwise provided in the Merger Agreement or in the Interim Investors Agreement, as applicable.

Remedies and Limitation on Liability (Page 83)

The parties to the Merger Agreement may be entitled to specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement, in addition to any other remedy at law or equity, subject to certain limitations as described under the caption “The Merger Agreement and Plan of Merger — Specific Performance” beginning on page 125.

No member of the Parent Group (as defined in the Merger Agreement), other than the Parent or Merger Sub, will be liable for monetary damages for breaches under the Merger Agreement. Parent and Merger Sub will only be liable under the Merger Agreement for Parent or Merger Sub’s fraud or willful breach of the Merger Agreement, subject to the Parent Liability Cap. The Merger Agreement contains additional limitations of the liability of the members of the Parent Group related to the transactions contemplated by the Merger Agreement. For more information, please see the section entitled “Termination Fees and Limited Expense Reimbursement; Limitations on Liability” beginning on page 123.

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QUESTIONS AND ANSWERS ABOUT THE EXTRAORDINARY
GENERAL MEETING AND THE MERGER

The following questions and answers address briefly some questions you may have regarding the Company Shareholders Meeting and the Merger. These questions and answers may not address all questions that may be important to you as a shareholder of the Company. Please refer to the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents referred to or incorporated by reference in this Proxy Statement.

Q:

Why am I receiving this Proxy Statement?

A:

On August 10, 2023, we entered into the Merger Agreement with Parent and Merger Sub. You are receiving this Proxy Statement in connection with the solicitation of proxies by the Board in favor of the proposal to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, at the Company Shareholders Meeting or at any adjournment of the Company Shareholders Meeting.

Q:

When and where will the Company Shareholders Meeting be held?

A:

The Company Shareholders Meeting will take place on December 4, 2023, at 9:00 a.m. (Brasilia time) at Rua Augusta 2840, 16th floor, Consolação, São Paulo – SP, Brazil 01412-100.

Q:

What am I being asked to vote on?

A:

You will be asked to consider and vote on the following proposals ((i) and (ii) together, the “Merger Proposals”):

(i)

as a special resolution, to authorize and approve (as applicable) the Merger Agreement, the Plan of Merger, the Merger and the other transactions contemplated by the Merger Agreement and the Plan of Merger;

(ii)

as a special resolution, to authorize, approve and confirm (as applicable) in all respects (i) that Merger Sub merge with and into the Company, with the Company as the Surviving Company and that all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA, (ii) the Plan of Merger, a copy of which is attached to the accompanying Proxy Statement as Annex A-2, and the Company entering into the Plan of Merger, and (iii) upon the Effective Date (as defined in the Plan of Merger) (a) that the memorandum and articles of association of the Company in effect as of the date of the accompanying Proxy Statement be amended and restated by their deletion in their entirety and replacement with, and the adoption of, the amended and restated memorandum and articles of association annexed to the Plan of Merger, (b) that the authorized share capital of the Company be amended and re-designated as set forth in the Plan of Merger, (c) that the Plan of Merger be executed by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers, on behalf of the Company, and that the Plan of Merger, together with any supporting documentation, be submitted for registration to the Registrar of Companies of the Cayman Islands, and (d) all actions taken and documents or agreements executed, signed or delivered by any member of the special committee of the board of directors of the Company and, with their authorization, the Company’s officers on behalf of the Company in connection with or ancillary to all such contemplated transactions; and

(iii)

if necessary, as an ordinary resolution, to adjourn the Company Shareholders Meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Company Shareholders Meeting to pass the special resolutions to be proposed at the Company Shareholders Meeting or for any other reason determined by the chairman of the Company Shareholders Meeting.

Q:

What is the Merger?

A:

The Merger is a going-private transaction pursuant to which Merger Sub will merge with and into the Company. Once the Merger Agreement is authorized and approved by the shareholders of the Company

18

and the other closing conditions under the Merger Agreement have been satisfied or waived, Merger Sub will merge with and into the Company, with the Company continuing as the Surviving Company after the Merger. If the Merger is completed, the Company will be a privately held company beneficially owned by the Participants, and as a result of the Merger, the Class A Shares will no longer be publicly traded and will be delisted from Nasdaq, and the Company will cease to be a publicly traded company.

Q:

What will I receive in the Merger if I own Shares (that are not Excluded Shares)?

A:

If you own Shares and the Merger is completed, you will be entitled to receive $14.00 in cash, without interest, for each Share you own immediately prior to the Effective Time (unless you validly exercise and have not effectively withdrawn or lost your dissenters’ rights under Section 238 of the CICA with respect to the Merger, in which event you will be entitled to have the Court determine the fair value of your Shares determined pursuant to the CICA).

Please see “Special Factors — U.S. Federal Income Tax Consequences,” “Special Factors — Brazilian Tax Consequences” and “Special Factors — Cayman Islands Tax Consequences” beginning on page 93 for a more detailed description of the tax consequences of the Merger. You should consult with your own tax advisor for a full understanding of how the Merger will affect your U.S. federal, state, local, foreign and other taxes.

Q:

How will Company RSUs be treated in the Merger?

A:

Except as otherwise specified in the Merger Agreement, each then-outstanding Company RSU that is vested or subject to accelerated vesting upon the Merger shall be net settled (to reflect withholding taxes) into Shares. In accordance with the terms of the Merger Agreement, certain Company RSUs may be contributed to Parent in exchange for a number of common shares of Parent in an equivalent value. Each Share that is not contributed to Parent will be cancelled and converted at the Effective Time into an amount in cash equal to $14.00.

Subject to the conditions and terms provided in the Merger Agreement, each award of Company RSUs that is outstanding and unvested as of immediately prior to the Effective Time that is not subject to accelerated vesting upon the consummation of the Merger shall be migrated into an award of restricted share units under the New Share Plan with a value of $14.00 per restricted share unit, which award shall continue to vest on the same vesting schedule that applied to such corresponding Company RSU as of immediately prior to the Effective Time.

For more information regarding the Company RSUs and their treatment, please see the section entitled “The Merger Agreement — Treatment of Company RSUs and Company Options” beginning on page 105.

Q:

How will Company Options be treated in the Merger?

A:

Each Company Option with an exercise price per share that is less than $14.00 (i) that is vested, will be settled, upon exercise by the holder, into a number of Shares with a value equal to the difference between $14.00 and the per share exercise price of such option (less any applicable withholding taxes), multiplied by the number of Shares subject to such Company Option award and (ii) that is unvested, will be migrated at the Effective Time into an option award under the New Share Plan and will represent a number of common shares of Parent at an exercise price per share that preserves the intrinsic value of such migrated option immediately prior to the Effective Time. In accordance with the terms of the Merger Agreement, certain vested Company Options not exercised by the holder may also be migrated at the Effective Time into an option award under the New Share Plan. Each Share not so contributed will be cancelled and converted at the Effective Time into an amount in cash equal to $14.00.

Each Company Option that is outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, and with an exercise price per share that is equal to or greater than $14.00, will be cancelled without payment (or replacement option award) being made in respect thereof.

For more information regarding the Company Options and their treatment, please see the section entitled “The Merger Agreement — Treatment of Company RSUs and Company Options” beginning on page 105.

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Q:

What effects will the Merger have on the Company?

A:

As a result of the Merger, the Company will cease to be an independent publicly traded company and will instead become a private company beneficially owned by the Participants. You will no longer have any interest in the future earnings or growth of the Company. Following the completion of the Merger, the Shares will be deregistered under the Exchange Act and the Company will no longer file periodic reports with the SEC.

Q:

When do you expect the Merger to be consummated?

A:

We are working toward completing the Merger as quickly as possible and currently expect the Merger to close during the fourth quarter of 2023 or the first quarter of 2024, after all conditions to the Merger have been satisfied or waived. In order to complete the Merger, we must obtain shareholder approval of the Merger at the Company Shareholders Meeting and the other closing conditions under the Merger Agreement must be satisfied or waived in accordance with the Merger Agreement.

Q:

What happens if the Merger is not consummated?

A:

If the Company’s shareholders do not authorize and approve (as applicable) the Merger Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, or if the Merger is not completed for any other reason, the Company’s shareholders will not receive any payment for their Shares pursuant to the Merger Agreement, nor will the holders of any Vested Company Options or Vested Company RSUs receive payment pursuant to the Merger Agreement. In addition, the Company will remain a publicly traded company. The Class A Shares will continue to be listed and traded on Nasdaq, provided that the Company continues to meet the Nasdaq listing requirements. In addition, the Company will remain subject to the reporting obligations of the SEC. Therefore, the Company’s shareholders will continue to be subject to similar risks and opportunities as they currently are with respect to their ownership of Shares.

Under specified circumstances, the Company may be required to pay Parent or its designees a termination fee in connection with the Merger, as described in “The Merger Agreement — Termination Fees and Limited Expense Reimbursement; Limitations on Liability” beginning on page 123.

Q:

After the Merger is consummated, how will I receive the Merger consideration for my Shares?

A:

If you are a registered holder of Shares, promptly after the Effective Time, a paying agent appointed by Merger Sub will mail you (a) a form of letter of transmittal specifying how the delivery of the Merger consideration to you will be effected and (b) instructions for effecting the surrender of any issued share certificates representing Shares (or affidavits and indemnities of loss in lieu of share certificates) or non-certificated Shares represented by book entry (“Uncertificated Shares”) in exchange for the applicable Per Share Merger Consideration.

Unless you validly exercise and have not effectively withdrawn or lost your dissenters’ rights in accordance with Section 238 of the CICA, (i) in the case of Shares represented by a certificate (or affidavits of loss in lieu of the certificate), the surrender of such certificate for cancellation to the paying agent together with the letter of transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (ii) in the case of Shares held as book-entry shares, the receipt of an “agent’s message” by the paying agent, in each case, together with such other documents as reasonably may be required by the paying agent, duly executed in accordance with the instructions thereto, you will receive a check in the amount equal to (i) the number of your Shares (excluding Excluded Shares and Dissenting Shares) represented by such share certificate (or affidavits and indemnities of loss in lieu of share certificates) or the number of your Uncertificated Shares (excluding Excluded Shares and Dissenting Shares), multiplied by (ii) $14.00 per Share, in cash, without interest and net of any applicable withholding taxes, in exchange for your Shares (excluding Excluded Shares and Dissenting Shares).

The Per Share Merger Consideration payable in the Merger may be subject to withholding taxes, including if the paying agent has not received from you a properly completed and signed U.S. Internal Revenue Service Form W-8 or W-9, as applicable.

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If your Shares are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee on how to surrender your Shares and receive the Per Share Merger Consideration for those Shares.

Q:

What vote of the Company’s shareholders is required to authorize and approve (as applicable) the Merger Agreement and the Plan of Merger?

A:

In order for the Merger to be consummated, the Merger Agreement, the Plan of Merger and the Transactions, including the Merger, must be authorized and approved by a special resolution (as defined in the CICA) of the Company’s shareholders, which requires a resolution passed by holders of Shares representing at least two-thirds of the voting power of the Shares, voting together as a single class, entitled to vote and present, in person or by proxy, at the Company Shareholders Meeting.

At the close of business in the Cayman Islands on November 7, 2023, the Share Record Date for the Company Shareholders Meeting, 39,088,703 Class A Shares and 27,400,848 Class B Shares are expected to be issued and outstanding and entitled to vote at the Company Shareholders Meeting.

Pursuant to the Support Agreement, among other things, the Rollover Shareholders have agreed to vote in favor of authorization and approval (as applicable) of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of the date of this Proxy Statement, the Rollover Shareholders held sufficient Shares in order for the Merger Agreement, the Plan of Merger and the Transactions, including the Merger to be approved without the vote of any other shareholder.

Q:

What vote of the Company’s shareholders is required to approve the proposal to adjourn the Company Shareholders Meeting, if necessary, to solicit additional proxies or for any other reason?

A:

The proposal to adjourn the Company Shareholders Meeting, if necessary, to solicit additional proxies or for any other reason determined by the chairman of the Company Shareholders Meeting must be authorized and approved by ordinary resolution, which requires a resolution passed by of holders of Shares representing a majority of the voting power of the Shares, voting together as a single class, entitled to vote and present, in person or by proxy, at the Company Shareholders Meeting.

Q:

How does the Board recommend that I vote on the proposals?

A:

After careful consideration, and upon the unanimous recommendation of the Special Committee, the Board (other than the Interested Directors, each of whom abstained from voting on the matter due to affiliations with the Bidder Group) recommends that you vote:

•

FOR the Merger Proposals; and

•

FOR, if necessary, the proposal to adjourn the Company Shareholders Meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Company Shareholders Meeting to pass the special resolutions to be proposed at the Company Shareholders Meeting, or for any other reason determined by the chairman of the Company Shareholders Meeting.

You should read “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 46 for a discussion of the factors that the Special Committee and the Board considered in deciding to recommend the approval of the Merger Agreement. In addition, in considering the recommendation of the Special Committee and the Board with respect to the Merger Agreement, you should be aware that some of the Company’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally. See “Special Factors — Interests of Certain Persons in the Merger” beginning on page 83.

Q:

Who is entitled to vote at the Company Shareholders Meeting?

A:

The Share Record Date is November 7, 2023. Only shareholders entered in the register of members of the Company at the close of business in the Cayman Islands on the Share Record Date or their proxy shareholders are entitled to vote at the Company Shareholders Meeting or any adjournment thereof.

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Q:

What constitutes a quorum for the Company Shareholders Meeting?

A:

The presence, in person or by proxy (or in the case of a shareholder being a corporation, by its duly authorized corporate representative), of one or more shareholders representing not less than one-third of all voting power of the Shares in issue will constitute a quorum for the Company Shareholders Meeting.

Q:

How will our directors and executive officers vote on the proposal to approve the Merger ?

A:

Pursuant to the Support Agreement, each Rollover Shareholder has agreed to vote in favor of authorization and approval (as applicable) of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. As of October 25, 2023, the Rollover Shareholders beneficially own an aggregate of 13,709,703 Class A Shares and 27,400,848 Class B Shares, which represent approximately 61.8% of the total issued and outstanding Shares and approximately 91.9% of the total voting power of the outstanding Shares. As of October 25, 2023, our directors and executive officers who are not Rollover Shareholders beneficially own, in the aggregate, approximately 0.1% of the voting power of the total issued and outstanding Shares. These directors and executive officers have informed us that they intend, as of the date of this Proxy Statement, to vote all their Shares in favor of the authorization and approval (as applicable) of the Merger Agreement, the Plan of Merger and the Transactions, including the Merger. See “Security Ownership of Certain Beneficial Owners and Management of the Company” beginning on page 133 for additional information.

Q:

Do any of the Company’s executive officers or directors have interests in the Merger that may differ from those of other shareholders?

A:

Yes. Some of the Company’s executive officers and directors have interests in the Merger that may differ from those of other shareholders. See “Special Factors — Interests of Certain Persons in the Merger” beginning on page 83 for a more detailed discussion of how some of the Company’s executive officers and directors have interests in the Merger that are different from, or in addition to, the interests of the Company’s shareholders generally.

Q:

How do I vote if my Shares are registered in my name?

A:

If Shares are registered in your name (that is, you do not hold through a bank or broker) as of the Share Record Date, you should simply indicate on your proxy card how you want to vote, and sign and mail your proxy card in the accompanying return envelope as soon as possible so that it is received by the Company no later than December 3, 2023 at 11:59 p.m. (Brasilia time), the deadline to lodge your proxy card, so that your Shares may be represented and voted at the Company Shareholders Meeting.

•

Alternatively, you can attend the Company Shareholders Meeting and vote in person. To attend the Company Shareholders Meeting, you must present certain documents to verify your identity, such as your identification card or passport and your share certificate. If you decide to sign and send in your proxy card, and do not indicate how you want to vote, Shares represented by your proxy will be voted: FOR the Merger Proposals; and FOR, if necessary, the proposal to adjourn the Company Shareholders Meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Company Shareholders Meeting to pass the special resolutions proposed at the Company Shareholders Meeting or for any other reason determined by the chairman of the Company Shareholders Meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case Shares represented by your proxy card will be voted (or not submitted for voting) as your proxy determines.

If your Shares are held by your broker, bank or other nominee, please see below for additional information.

Q:

If my Shares are held in a brokerage, bank or other nominee account, will my broker, bank or other nominee vote my Shares on my behalf?

A:

Your broker, bank or other nominee will only vote your Shares on your behalf if you instruct it how to vote. Therefore, it is important that you promptly follow the directions provided by your broker,

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bank or other nominee regarding how to instruct it to vote your Shares. If you do not instruct your broker, bank or other nominee how to vote your Shares that it holds, those Shares may not be voted. You should contact that broker or intermediary to determine the date by which you must instruct them to act in order that the necessary processing can be completed in time.

Q:

What will happen if I abstain from voting or fail to vote on the proposal to approve the Merger Agreement and the Merger?

A:

If, as a shareholder, you abstain from voting, fail to cast your vote in person, or fail to return your proxy card in accordance with the instructions set forth on the proxy card, or fail to give voting instructions to your broker, bank, or other nominee, your vote will not be counted; provided that if you are a holder of Shares and submit a signed proxy card without indicating how you wish to vote, the Shares represented by your proxy card will be voted FOR the Merger Proposals; and FOR, if necessary, the proposal to adjourn the Company Shareholders Meeting in order to allow the Company to solicit additional proxies in the event that there are insufficient proxies received at the time of the Company Shareholders Meeting to pass the special resolutions proposed at the Company Shareholders Meeting or for any other reason determined by the chairman of the Company Shareholders Meeting, unless you appoint a person other than the chairman of the meeting as proxy, in which case the Shares represented by your proxy will be voted (or not submitted for voting) as your proxy determines.

Q:

May I change my vote?

A:

Yes. If you are a holder of Shares, you may change your vote in one of the following three ways:

•

First, you may revoke a proxy by written notice of revocation given to the chairman of the Company Shareholders Meeting at least two hours before the commencement of the Company Shareholders Meeting. Any such written notice revoking a proxy should be sent to the Company’s offices at Rua Augusta 2840, 15th floor, suite 152, Consolação, São Paulo – SP, 01412-100, Brazil, Attention: Legal Department.

•

Second, you may complete, date and submit a new proxy card bearing a later date than the proxy card sought to be revoked to the Company so that it is received by the Company no later than 11:59 p.m . (Brasilia time) on December 3, 2023, which is the deadline to lodge your proxy card.

•

Third, you may attend the Company Shareholders Meeting and vote in person. Attendance, by itself, will not revoke a proxy. It will only be revoked if the shareholder actually votes at the Company Shareholders Meeting.

If you hold Shares through a broker, bank or other nominee and have instructed the broker, bank or other nominee to vote your Shares, you must follow directions received from the broker, bank or other nominee to change your instructions.

Q:

What should I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement or multiple proxies or voting instruction cards. For example, if you hold your Shares in more than one brokerage, bank or other nominee account, you will receive a separate voting instruction card for each brokerage, bank or other nominee account in which you hold Shares. If you are a holder of record and your Shares are registered in more than one name, you will receive more than one proxy or voting instruction card. Please submit each proxy card that you receive.

Q:

If I am a holder of certificated Shares, should I send in my Share certificates now?

A:

No. After the Merger is consummated, you will be sent a form of letter of transmittal with detailed written instructions for exchanging your Share certificates or Uncertificated Shares for the Merger consideration. Please do not send in your Share certificates now.

If your Shares are held in “street name” by your broker, bank or other nominee you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your share certificates in exchange for the Per Share Merger Consideration.

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Q:

What happens if I sell my Shares before the Company Shareholders Meeting?

A:

The Share Record Date for voting at the Company Shareholders Meeting is earlier than the date of the Company Shareholders Meeting and the date that the Merger is expected to be consummated. If you transfer your Shares after the Share Record Date for voting but before the Company Shareholders Meeting, you will retain your right to vote at the Company Shareholders Meeting unless you have given, and not revoked, a proxy to the person to whom you transfer your Shares, but will transfer the right to receive the Merger consideration to such person, so long as such person is registered as the owner of such Shares when the Merger is consummated.

Q:

Am I entitled to dissenters’ rights?

A:

Shareholders who dissent from the Merger will have the right to receive payment of the fair value of their Shares as determined by the Court in accordance with Section 238 of the CICA if the Merger is consummated, but only if they deliver to the Company, before the vote to approve the Merger is taken at the Company Shareholders Meeting, a written objection to the Merger and subsequently comply with all procedures and requirements of Section 238 of the CICA for the exercise of dissenters’ rights, a copy of which is attached as Annex E to this Proxy Statement. The fair value of each of their Shares as determined by the Court under the CICA could be more than, the same as, or less than the Per Share Merger Consideration they would receive pursuant to the Merger Agreement if they do not exercise dissenters’ rights with respect to their Shares. If the fair value of the Dissenting Shares in accordance with Section 238 of the CICA is determined by the Court to be the same or less than the Per Share Merger Consideration, the Company may be entitled to recover its legal costs of the Section 238 proceeding from you, on a joint and several basis, in conjunction with any other Shareholders who dissent from the Merger.

We encourage you to read the section of this Proxy Statement entitled “Dissenters’ Rights” beginning on page 127 as well as “Annex E — Cayman Islands Companies Act (as amended) — Section 238” to this Proxy Statement carefully and to consult your own Cayman Islands legal counsel if you desire to exercise your dissenters’ rights.

Q:

What do I need to do now?

A:

We urge you to read this Proxy Statement carefully, including its annexes, exhibits, attachments and the other documents referred to or incorporated by reference herein and to consider how the Merger affects you as a shareholder. After you have done so, please vote as soon as possible.

Q:

Will any proxy solicitors be used in connection with the Company Shareholders Meeting?

A:

Yes. To assist in the solicitations of proxies, the Company has engaged Innisfree M&A Incorporated as its proxy solicitor.

Q:

Who can help answer my questions?

A:

If you have any questions about the Merger or if you need additional copies of this Proxy Statement or the accompanying proxy card, you should contact Innisfree M&A Incorporated, the proxy solicitor, at +1 (877) 750-8307 (toll-free from the United States and Canada) or +1 (412) 232-3651 (from other countries).

If you have any questions about who is the record holder of your Shares, or how to become the registered holder of your Shares, you should contact your broker or nominee.

In order for you to receive timely delivery of any additional copy of this Proxy Statement or the accompanying proxy card in advance of the Company Shareholders Meeting, you must make your request no later than 10 days prior to the date of the Company Shareholders Meeting.

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SPECIAL FACTORS

The following, together with the summary of the Merger Agreement set forth under the section entitled “The Merger Agreement and Plan of Merger,” is a description of the material aspects of the Merger. While we believe that the following description covers the material aspects of the Merger, the description may not contain all of the information that is important to you. We encourage you to carefully read this entire document, including the Merger Agreement attached to this Proxy Statement as Annex A-1, for a more complete understanding of the Merger. The following description is subject to, and is qualified in its entirety by reference to, the Merger Agreement (including all exhibits thereto). You may obtain additional information without charge by following the instructions set forth in the section entitled “Where You Can Find More Information.”

Background of the Merger

On December 1, 2021, the Company issued $150.0 million aggregate principal amount of senior notes convertible into Class A Shares (the “Convertible Notes”), including: (a) $100.0 million to Arcade GF II Holdings, LLC and Arcade OF V Holdings, LLC, entities affiliated with Dragoneer; and (b) $50.0 million to General Atlantic Partners (Bermuda) H, L.P., an entity affiliated with General Atlantic. The Convertible Notes bear interest at 8% per annum in fixed Brazilian reais and mature on November 15, 2028. Each note is convertible at the option of the holder into Class A Shares at the agreed conversion rate, which is equivalent to an initial conversion price of $29.0 per share. The conversion price represented a premium of approximately 65% to the trailing 30-day volume-weighted share price at the time of signing of the investment agreements for the convertible notes.

The Board and the Company’s senior management periodically review and assess the Company’s operations, performance, prospects and strategy in light of current and anticipated business and economic conditions with the goal of enhancing shareholder value. As part of this ongoing process, the Board and the Company’s senior management have from time to time considered strategic alternatives that might be available to the Company, including in discussions with the Sponsors and Founders.

Beginning in October 2022, the Founders, in their capacity as Company shareholders, began to discuss among themselves and with the Sponsors the merits of certain potential strategic corporate transactions involving the Company, including whether to take the Company private.

During November 2022, discussions between the Founders, in their capacity as Company shareholders, and the Sponsors regarding a potential going-private transaction progressed and the Bidder Group determined to move forward with a proposal for the proposed acquisition, by affiliated investment funds of General Atlantic and Dragoneer, of all of the outstanding Class A Shares that are not held by the Bidder Group or their respective affiliates (the “Public Shares”) for cash consideration (the “Proposed Transaction”). The Sponsors and the Founders negotiated the terms of a joint bidding agreement.

On November 30, 2022, the Sponsors and the Founders entered into a Joint Bidding Agreement (as amended, the “Joint Bidding Agreement”), pursuant to which the Bidder Group agreed to (a) work together to submit the Original Proposal (as defined below), (b) act in good faith to pursue the Proposed Transaction, and (c) 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. The Joint Bidding Agreement also provided that the Sponsors (and not the Founders) would be responsible for negotiating the price to be paid per Class A Share of the Company in the Proposed Transaction.

On that same date, the Bidder Group submitted the preliminary non-binding proposal to the Board with respect to the Proposed Transaction (the “Original Proposal”). Pursuant to the Original Proposal, the Bidder Group would roll over 100% of their Class A Shares and their Class B Shares in the Proposed Transaction, and after the closing of the Proposed Transaction, the Founders would maintain the same economic and voting interest in the Company as they then held on the date of the Original Proposal. The purchase price proposed in the Original Proposal (as determined by the Sponsors) for each Public Share was $11.00 in cash, which represented an approximately 22% premium over the closing price of $9.04 per Class A Share on the day immediately prior to the submission of the Original Proposal.

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Later on the same date, the Company issued a press release announcing the receipt of the Original Proposal and furnished to the SEC the press release as an exhibit to a current report on Form 6-K.

After receipt of the Original Proposal by the Board, Davis Polk & Wardwell LLP (“Davis Polk”), U.S. legal counsel to the Company, advised the members of the Board and management of the Company that, given the nature of the Proposed Transaction and the participation of the Founders in the Proposed Transaction as part of the Bidder Group, the Founders and other directors that were affiliated with them or other members of the Bidder Group should not participate in any discussions about the Original Proposal, the Proposed Transaction or matters related thereto and that a special committee of independent directors may need to be formed to oversee matters relating to the Proposed Transaction and potential alternative transactions. As such, the Founders, Ms. Paula Sores de Sá Cavalcante (who is a Board appointee and family relative of the Founders) and Mr. Martin Escobari (who is a Board appointee and affiliate of General Atlantic) recused themselves from any discussions or consideration about the Original Proposal or the Proposed Transaction, and Ms. Beatriz Amary, Mr. Edward Ruiz, Ms. Carla Schmitzberger and Mr. Stelleo Tolda (the “Independent Directors”), each of whom has been determined by the Board to be independent, at the time of their election as members of the Board and in connection with the Transaction, and unaffiliated with any members of the Bidder Group and were authorized by the Board to begin considering the proposed transaction pending the passing of a formal resolution forming the Special Committee, oversaw matters relating to the Original Proposal or the Proposed Transaction pending the formation of a special committee.

On December 1, 2022, (i) General Atlantic and its affiliates filed with the SEC an amendment to their Schedule 13D, and (ii) Dragoneer and its affiliates filed with the SEC a Schedule 13D, each of which included, among other matters, disclosure in relation to the submission of the Original Proposal and the execution of the Joint Bidding Agreement.

On December 2, 2022, each of the Founders and their respective affiliates filed with the SEC a Schedule 13D including, among other things, disclosure in relation to the submission of the Original Proposal and the execution of the Joint Bidding Agreement.

On December 7, 2022, the Independent Directors held a meeting by videoconference with representatives of Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) in attendance to discuss Skadden’s fee proposal, with a view to acting as U.S. legal counsel to the Special Committee. During this week, the Independent Directors also considered and interviewed other law firms.

On December 9, 2022, the Independent Directors informed Skadden of their decision to hire Skadden as the Special Committee’s U.S. legal counsel and authorized Skadden to coordinate the formalization of such engagement. The Independent Directors’ decision to engage Skadden was based on, among other factors, Skadden’s qualifications, experience and reputation, including Skadden’s extensive experience in the corporate and capital markets practices, noting the fact that Skadden had extensive experience in advising foreign private issuers and/or independent committees of such issuers’ board of directors in sale of control and other significant corporate transactions, and the Independent Directors’ determination, based on disclosures provided by Skadden, that Skadden did not have any material conflicts of interest with respect to the Proposed Transaction.

On December 13, 2022, the Independent Directors held a meeting by videoconference with representatives of Skadden in attendance. The Independent Directors discussed (a) communications that the Company had received from certain shareholders with respect to the Original Proposal, (b) a draft of a public statement by the Company announcing the formation of the Special Committee, (c) the proposed and recommended scope of the Special Committee’s mandate, (d) the potential engagement of a financial advisor as well as Cayman Islands and Brazilian legal counsels, in each case to advise the Special Committee in connection with the Proposed Transaction, and (e) the Company’s D&O insurance and indemnification policies.

On that same date, the Independent Directors held a meeting by videoconference with representatives of General Atlantic (in their capacity as representatives of the Sponsors) in attendance, during which the Independent Directors informed representatives of General Atlantic that Skadden had been engaged as the Special Committee’s U.S. legal counsel, while representatives of General Atlantic reported that General

26

Atlantic and Dragoneer had engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”) and Ropes & Gray LLP (“Ropes & Gray”) as their respective legal counsel.

On December 15, 2022, representatives of Skadden held a meeting by videoconference with representatives of Paul Weiss and Ropes & Gray, counsel to General Atlantic and Dragoneer, respectively, in attendance to discuss the general status of the engagement of a financial advisor, local legal counsel to the Special Committee and other next steps.

On December 19, 2022, Skadden sent the Independent Directors a summary of Skadden’s analysis with respect to the conflicts disclosure materials prepared by the potential financial advisors to the Special Committee.

On that same date, the Independent Directors held a meeting by videoconference with representatives of Skadden and of a Cayman Islands legal counsel in attendance, in which the latter presented its proposal to act as Cayman Islands legal counsel to the Special Committee. These discussions were preliminary in nature and did not result in any understanding or agreement with respect to such engagement.

On December 20, 2022, the Independent Directors held a meeting by videoconference with representatives of Skadden in attendance to discuss the potential engagement of Cayman Islands legal counsel and a financial advisor to the Special Committee. After such initial discussions, representatives of Barbosa, Müssnich & Aragão Advogados (“BMA”), joined the meeting by videoconference and presented BMA’s proposal to act as Brazilian legal counsel to the Special Committee.

On December 21, 2022, representatives of Skadden sent the Independent Directors additional materials on conflicts disclosure regarding certain potential candidates for Cayman Islands legal counsel to the Special Committee.

On that same date, the Independent Directors held a meeting by videoconference with representatives of Skadden in attendance to discuss the potential engagement of Cayman Islands legal counsel and a financial advisor to the Special Committee. The Independent Directors informed representatives of Skadden of their decision to hire BMA as the Special Committee’s Brazilian legal counsel and authorized Skadden to coordinate the formalization of such engagement. The Independent Directors’ decision to engage BMA was based on, among other factors, BMA’s qualifications, experience, and reputation, including BMA’s extensive experience in the corporate, capital markets, and antitrust practices, and the Independent Directors’ determination, based on disclosures provided by BMA, that BMA did not have any material conflicts of interest with respect to the Proposed Transaction.

On December 22, 2022, the Independent Directors held a meeting by videoconference with representatives of Skadden in attendance. Representatives of Carey Olsen Cayman Limited (“Carey Olsen”), and of another Cayman Islands law firm also joined the meeting at separate times to present their respective proposals to act as Cayman Islands legal counsel to the Special Committee. Representatives of Carey Olsen also spoke to the Independent Directors about their fiduciary duties under Cayman Islands law in connection with going-private transactions. After those presentations and once representatives of Carey Olsen and of such other Cayman Islands law firm excused themselves from the meeting, the Independent Directors authorized representatives of Skadden to proceed with the necessary steps to engage Carey Olsen as the Special Committee’s Cayman Islands legal counsel. The Independent Directors’ decision to engage Carey Olsen was based on, among other matters, Carey Olsen’s qualifications, experience and reputation, including Carey Olsen’s extensive experience in connection with going-private transactions of Cayman Islands incorporated companies, and the Independent Directors’ determination, based on disclosures provided by Carey Olsen, that Carey Olsen did not have any material conflicts of interest with respect to the Proposed Transaction.

On December 23, 2022, Skadden sent Carey Olsen relationships disclosure materials with respect to Skadden, BMA and a potential financial advisor (“Potential Financial Advisor A”), for review by Carey Olsen from a Cayman Islands legal perspective, in particular with respect to the independence of Skadden, BMA and Potential Financial Advisor A with respect to the Company, the Founders and the Sponsors.

On that same date, the Independent Directors held a meeting by videoconference with Mr. de Sá Cavalcante Neto in attendance to discuss the scope of the Special Committee’s mandate to be granted by

27

the Board. In such meeting, Mr. de Sá Cavalcante Neto confirmed to the Independent Directors that the Founders, as the Company’s controlling shareholders and members of the Board, were in agreement with the Special Committee having a broad mandate, which would comprise not only the power to analyze and review the Proposed Transaction, but also to initiate and review alternative transactions.

On December 26, 2022, Davis Polk, as counsel to the Company, shared with Skadden a draft of the Board resolutions regarding the formation of the Special Committee.

On December 27, 2022, Skadden sent a revised draft of the Board resolutions with respect to the formation of the Special Committee to Davis Polk and Carey Olsen for their review. Later on that same date, representatives of Skadden and Davis Polk held a meeting by videoconference to discuss such draft.

On December 28, 2022, Skadden received initial drafts of an engagement letter and a non-disclosure agreement from Potential Financial Advisor A related to the Proposed Transaction. Between December 28, 2022, and January 10, 2023, several discussions ensued with respect to such documents (including via videoconference meetings held by and among the Independent Directors and, respectively, representatives of Skadden on January 3, 2023, and representatives of Skadden and Carey Olsen on January 7, 2023) and several drafts of such engagement letter and non-disclosure agreement were exchanged between Skadden, Carey Olsen, the Independent Directors and Potential Financial Advisor A. On January 10, 2023, Potential Financial Advisor A informed the Independent Directors and Skadden that it would not be able to advise the Special Committee due to an unforeseen new event which resulted in a material conflict of interest. The Independent Directors and Skadden had no further interactions with Potential Financial Advisor A with respect to an engagement as financial advisor to the Special Committee for the Proposed Transaction. No non-public information about the Company or the Proposed Transaction was shared with Potential Financial Advisor A.

From December 30, 2022 to January 3, 2023, Davis Polk and Skadden exchanged several drafts of the Board resolutions approving the formation of the Special Committee. The items under discussion in such drafts were primarily related to the scope of the Special Committee’s mandate, including the Special Committee’s ability to initiate discussions regarding potential alternative transactions with third parties other than the members of the Bidder Group.

On January 3, 2023, the Independent Directors held a meeting by videoconference with representatives of Skadden in attendance to discuss the scope of the Special Committee’s mandate.

On January 4, 2023, Davis Polk sent Skadden a revised draft of the Board resolutions with respect to the formation of the Special Committee, which authorized the Special Committee to consider alternative transactions in addition to the Proposed Transaction.

On January 6, 2023, the Board held a meeting to, among other matters, consider the formation of a special committee consisting of independent directors to oversee matters relating to the Proposed Transaction and potential alternative transactions. In considering the formation of a special committee, the Board was fully informed that certain members of the Board had interests in the Proposed Transaction that may differ from the interests of the Unaffiliated Security Holders, including the Founders’ participation in the Proposed Transaction as rollover shareholders, Ms. Paula Sores de Sá Cavalcante’s appointment to the Board by and affiliation with the Founders and Mr. Martin Escobari’s appointment to the Board by and affiliation with General Atlantic. Following discussions among the members of the Board, the Board unanimously (a) approved the formation of the Special Committee, consisting of Beatriz Amary, Edward Ruiz, Carla Schmitzberger and Stelleo Tolda, each of whom the Board determined to be an independent director, and (b) empowered the Special Committee (i) to oversee, control, review, evaluate and negotiate the Proposed Transaction and any potential alternative transaction with respect to the Public Shares and the holders of the Public Shares (the “Public Shareholders”) involving any other party or parties (a “Potential Transaction”), including whether a Potential Transaction is desirable and, if so, the design, oversight, establishment and implementation of a Potential Transaction, (ii) to supervise and direct the management of the Company in regard to the conduct of such negotiations should the Special Committee, in its sole discretion, authorize management to conduct or participate in such negotiations, (iii) to recommend rejecting a Potential Transaction, or if applicable, to formulate, structure, negotiate and document terms and conditions of a Potential Transaction including with respect to transaction structure and price and

28

definitive documentation with respect thereto, including, without limitation, any agreements with any of the Company, any of the Company’s officers, directors, employees, shareholders or affiliates and/or any of the affiliates, associates or shareholders of the foregoing and any other potential purchasers or other relevant third parties in respect of a Potential Transaction, (iv) to interact with representatives of General Atlantic, Dragoneer and the Founders regarding the Proposed Transaction, or the Founders and any other potential third party regarding another Potential Transaction, at such time and on such terms as the Special Committee deems appropriate (provided that as requested by General Atlantic, Dragoneer and the Founders, the Special Committee shall negotiate any purchase price for any Proposed Transaction solely with General Atlantic and Dragoneer and not with the Founders, if it determines it necessary or appropriate to do so), (v) to initiate, review, evaluate and discuss alternative transactions, including directing its financial advisor to contact third parties regarding the possibility of exploring any alternative transactions, and to establish, approve, modify, monitor and direct the process and procedures related to the evaluation and negotiation of a Potential Transaction by the Company, (vi) to negotiate any confidentiality or similar agreement with General Atlantic, Dragoneer, the Founders or any other party, if the Special Committee deems it necessary or appropriate, and to provide confidential information pursuant to such agreements if the Special Committee deems it necessary or appropriate to do so, (vii) to determine whether a Potential Transaction is advisable and fair to, and in the best interests of, the Company and the Public Shareholders (other than any other interested shareholder, as the case may be), (viii) to determine whether to recommend or not to recommend a Potential Transaction to the Board for its consideration, approval and adoption and if necessary or appropriate, to recommend to the Board the form of all requisite documentation or agreements involving, responding to or relating to any Potential Transaction, and (ix) to exercise all such power and authority that may otherwise be exercised by the Board and to take any and all other actions it deems necessary, appropriate or advisable in order to evaluate and consider a Potential Transaction and to carry out and fulfill its duties and responsibilities with respect thereto, the exercise of such power and authority conclusively evidencing such determination. The resolutions of the Board authorizing the formation of the Special Committee also provide that the Board shall not recommend or approve any Potential Transaction or submit or recommend a Potential Transaction to the shareholders of the Company without a prior favorable recommendation of such Potential Transaction by the Special Committee. Prior to the formation of the Special Committee, the Independent Directors acted independently and kept information and discussions confidential from the rest of the Board. The Independent Directors’ actions prior to the formation of the Special Committee were ratified on January 6, 2023, by the Board, and accordingly they acted with full authorization.

On that same date, General Atlantic and its affiliates and Dragoneer and its affiliates filed with the SEC an amendment to their Schedule 13D.

On January 10, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Carey Olsen in attendance to rediscuss the engagement of a potential financial advisor, given that negotiations with Potential Financial Advisor A had been terminated. Further, representatives of Carey Olsen gave a presentation and provided its confirmatory analysis to the Special Committee regarding the independence of the U.S., Brazilian and Cayman Islands legal counsel already engaged by the Special Committee.

On January 11, 2023, General Atlantic and its affiliates and Dragoneer and its affiliates filed with the SEC an amendment to their Schedule 13D.

Between January 11 and January 13, 2023, as instructed by the Special Committee, Skadden contacted certain potential financial advisors, including Evercore, with a view to an engagement by the Special Committee.

On January 18, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Carey Olsen in attendance to discuss the remaining list of five potential financial advisors and their respective disclosures on potential conflicts of interest with respect to the Proposed Transaction. Following discussions between the Special Committee, Skadden and Carey Olsen, the Special Committee decided to engage Evercore as its financial advisor in connection with a Potential Transaction. The Special Committee’s decision to engage Evercore was based on, among other matters, Evercore’s credentials, qualifications, experience, team composition, local presence and knowledge of Brazil and preparedness, which the Special Committee believed to be superior to those of the other remaining financial advisor

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candidates, and also on the Special Committee’s determination, based on relationship disclosures provided by Evercore, that Evercore did not have any material conflicts of interest with respect to the Proposed Transaction. The Special Committee authorized representatives of Skadden to reach out to representatives of Evercore regarding the engagement of Evercore as financial advisor to the Special Committee.

On January 19, 2023, a representative of Evercore sent Skadden an initial draft of the Evercore Engagement Letter. Between January 19 and January 26, 2023, representatives of Evercore and Skadden discussed and exchanged several drafts of the Evercore Engagement Letter, and Skadden and the Special Committee engaged in discussions regarding the terms of such engagement.

On January 26, 2023, Evercore and the Company executed the engagement letter between the Company and Evercore (the “Evercore Engagement Letter”) and the Company issued a press release announcing the formation of the Special Committee and the engagement of Evercore, as its financial advisor, and Skadden, BMA and Carey Olsen, as its U.S., Brazilian and Cayman Islands legal counsel, respectively, and furnished to the SEC such press release as an exhibit to a current report on Form 6-K.

On January 27, 2023, certain members of the Special Committee had discussions by videoconference with representatives of Skadden and Evercore. Representatives of Evercore reviewed with the Special Committee members the anticipated process and timeline of the work to be conducted by Evercore, the Special Committee and its advisors and counsel with respect to a Potential Transaction, including the Proposed Transaction (for additional information regarding such materials, see “Draft Discussion Materials prepared by Evercore for discussion with the special committee of the board of directors of the Company (the “Special Committee”), dated January 27, 2023,” filed as Exhibit (c)(2) to the Company’s transaction statement on Schedule 13E-3).

Between January 27 and January 31, 2023, at the request of the Special Committee, representatives of Evercore met by videoconference with the Company’s management to discuss a preliminary draft of the Company projections prepared by Company management (“Draft Projections”).

On January 31, 2023, certain members of the Special Committee had discussions by videoconference with representatives of Skadden and Evercore. Representatives of Evercore provided updates on the status of Evercore’s review of the information provided by the Company as well as Company management’s preparation of the Draft Projections (which were at no point presented to or shared by Company management with the Special Committee or any other party other than Evercore), and reported that Company management planned to circulate an updated set of projections in February 2023 to reflect Company management’s latest view on the feasibility of achieving the operational, efficiency and other targets contemplated by Company management in the Draft Projections. The members of the Special Committee and representatives of Skadden and Evercore also discussed a request from the Sponsors to meet with the Special Committee, and the members of the Special Committee determined (subject to ratification by the Special Committee) that any such meeting should only happen after the Special Committee had received a full report from representatives of Evercore on the projections being prepared by Company management, and after they had reviewed certain information regarding the Company necessary to allow representatives of Evercore to develop its preliminary financial analyses of the Company.

On February 7, 2023, Skadden shared with Paul Weiss and Ropes & Gray an initial draft of a non-disclosure agreement that each Sponsor would be required to enter into to receive confidential information from the Company (the “Sponsor NDA”), which included a 12-month standstill.

Later on that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Skadden and Evercore provided the Special Committee with updates of relevant events that occurred since the latest Special Committee meeting. Representatives of Evercore provided an update on the status of Evercore’s review of the information provided by the Company as well as the Company management’s work on projections to be presented by Company management to the Special Committee. The Special Committee also discussed matters relating to the process for the approval of the Company’s budget for the year of 2023 considering ongoing negotiations of a Potential Transaction, and considering the relevance of such budget given it constituted an input into the projections to be prepared by Company management.

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On February 8, 2023, representatives of Skadden held a meeting by videoconference with representatives of Davis Polk, on which the representatives of Skadden agreed with representatives of Davis Polk on the allocation of certain responsibilities regarding the Sponsors’ due diligence, the process for review by counsel of the annual budget and projections, and communications between the Bidder Group and Company management. Later on that same date, General Atlantic (in its capacity as representative for the Sponsors) sent an initial due diligence request list to representatives of Evercore, and, on February 14, 2023, General Atlantic (in its capacity as representative for the Sponsors) sent a legal due diligence request list to representatives of Evercore. On February 14, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore provided an update on the status of Evercore’s review of the information provided by the Company as well as the Company management’s work on projections to be presented by Company management to the Special Committee.

Later on that same date, Paul Weiss and Ropes & Gray provided Skadden with their comments to the Sponsor NDA, which did not include a standstill.

On February 19, 2023, following the Special Committee’s review of a revised draft of the Sponsor NDA, Skadden sent a revised draft including a 12-month standstill to Paul Weiss and Ropes & Gray, addressing the Special Committee’s comments and feedback.

On February 22, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reviewed the First Preliminary Projections prepared by Company management (for additional information regarding such materials, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated February 22, 2023,” filed as Exhibit (c)(3) to the Company’s transaction statement on Schedule 13E-3), and noted that representatives of Evercore had met with Company management several times to discuss the Draft Projections. The representatives of Evercore also noted that the First Preliminary Projections reflected Company management’s latest view on the feasibility of achieving the operational, efficiency, and other targets contemplated by Company management in the Draft Projections, which Draft Projections had not been shared by Company management with the Special Committee. The Special Committee discussed and provided its feedback with respect to the First Preliminary Projections and the underlying assumptions. At the invitation of the Special Committee, Mr. Roberto Otero (“Mr. Otero”), the Company’s Chief Financial Officer, then joined the meeting and presented to the Special Committee and its advisors (a) a summary of the Company’s results for the 2022 fiscal year, and (b) the Company management’s approach for the preparation of the First Preliminary Projections and the underlying assumptions. A Q&A session followed, and the Special Committee asked questions of Mr. Otero on various topics, including with respect to (i) the projected Isaac results presented in the First Preliminary Projections, (ii) the operations of the Isaac business, and (iii) certain other matters related to the First Preliminary Projections. At the conclusion of such Q&A, Mr. Otero left the meeting and the Special Committee discussed with and provided its feedback to representatives of Evercore with respect to Mr. Otero’s presentation, including the view of the Special Committee that certain assumptions in the First Preliminary Projections were overly ambitious. The Special Committee instructed representatives of Evercore to request that Company management prepare a revised version of the First Preliminary Projections to reflect certain more balanced assumptions for Isaac’s performance. For more information on the Draft Projections, the First Preliminary Projections, the Second Preliminary Projections, the Third Preliminary Projections, the Preliminary Management Projections and the Management Projections (together, the “Company Projections”), see “Special Factors — Certain Financial Projections.”

On February 27, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reviewed the Second Preliminary Projections (with the presentation materials also re-including information about the First Preliminary Projections), as prepared by Company management, which considered the feedback provided by the Special Committee on February 22, 2023, to the First Preliminary Projections (for additional information regarding such materials, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated February 27, 2023,” filed as Exhibit (c)(4) to the Company’s transaction statement on Schedule 13E-3). The Special Committee discussed and provided its feedback with respect to the Second Preliminary Projections and the underlying assumptions, which the Special Committee understood to reflect

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certain revised assumptions for Isaac’s future performance. For more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”

On February 28, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reviewed Evercore’s preliminary financial analyses of the Company, and in preparing such preliminary financial analyses, Evercore used and relied on the First Preliminary Projections and the Second Preliminary Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections”. Such preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, February 28, 2023. For additional information regarding the preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated February 28, 2023,” filed as Exhibit (c)(5) to the Company’s transaction statement on Schedule 13E-3. The Special Committee discussed Evercore’s assumptions used for purposes of the preliminary analyses, including the discount rate used in the discounted cash flow analysis and the Company’s projected cost of capital, as well as research analyst target prices for the Class A Shares. In light of such discussions, the Special Committee determined that the price of $11.00 per share presented in the Original Proposal undervalued the Company and was below a price at which the Special Committee was willing to transact with the Bidder Group. The Special Committee instructed representatives of Evercore to convey such view to the Sponsors. In addition, the Special Committee, and representatives of Evercore and Skadden engaged in discussions regarding the existing exclusivity arrangement between the members of the Bidder Group and, following such discussions, the Special Committee instructed representatives of Evercore to request that the members of the Bidder Group terminate such exclusivity arrangements and that both General Atlantic and Dragoneer execute current drafts of the Sponsor NDA.

On March 2, 2023, at the direction of the Special Committee, representatives of Evercore had a call with representatives of the Sponsors, in which they discussed the Special Committee’s view that (i) the price offered in the Original Proposal undervalued the Company and (ii) the Sponsors should present a revised offer, but only after (x) the Sponsors had executed the Sponsor NDAs and had subsequently had access to additional diligence information regarding the Company, and (y) the exclusivity arrangement was terminated.

On March 3, 2023, Paul Weiss and Ropes & Gray sent Skadden revised comments to the Sponsor NDA.

On that same date and again on March 6, 2023, representatives of Skadden, Paul Weiss, Ropes & Gray, Carey Olsen and Walkers (Cayman) LLP (“Walkers”) held a meeting by videoconference to discuss legal matters related to the exclusivity arrangement between the members of the Bidder Group.

On March 6, 2023, representatives of Evercore had a call with representatives of General Atlantic and Dragoneer in attendance, in which the representatives of Evercore, at the instruction of the Special Committee, reiterated that the exclusivity arrangement between the members of the Bidder Group provided for in the Joint Bidding Agreement should be terminated before the Sponsors would be provided with access to confidential information of the Company to begin to perform due diligence.

On March 7, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden, Carey Olsen and Evercore in attendance. Representatives of Skadden reported that a revised draft of the Sponsor NDA had been shared with Paul Weiss and Ropes & Gray. Representatives of Evercore informed the Special Committee that the requested termination of the exclusivity arrangement remained subject to ongoing discussions. Representatives of Carey Olsen gave a presentation on Special Committee members’ fiduciary duties under Cayman Islands law in connection with going-private transactions, while representatives of Skadden presented an overview on best practices to be considered by special committees in connection with going-private transactions, in particular transactions involving controlling shareholders.

Later on that same date, representatives of Evercore had a call with representatives of General Atlantic and Dragoneer in attendance, reiterating the Special Committee’s request that the exclusivity arrangement be terminated and that the Sponsor NDAs be executed in order for the due diligence to start and price negotiations to continue.

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On March 2, 6 and 7, 2023, representatives of Evercore, as directed by the Special Committee, informed the Sponsors that they should consider the research analyst target prices for the Class A Shares before resubmitting a revised offer.

On March 14, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. The Special Committee, and representatives of Evercore and Skadden discussed talking points for the Special Committee’s meeting with the Founders on that same date in relation to (i) the requested termination of the exclusivity arrangement between the members of the Bidder Group and of the Sponsors entering into the Sponsor NDAs for negotiations to move forward, and (ii) the Special Committee’s view that the then-offered price of $11.00 per share undervalued the Company and was below a price at which the Special Committee would be willing to transact.

Later on that same date, the Special Committee held a videoconference meeting with Mr. de Sá Cavalcante Neto, and discussed with Mr. de Sá Cavalcante Neto (i) the status of the work conducted by the Special Committee’s advisors, (ii) the current status of the negotiations with the Sponsors, (iii) the Special Committee’s then-current view that the price offered in the Original Proposal undervalued the Company (without disclosing to Mr. de Sá Cavalcante Neto information about the Special Committee’s internal deliberations on fair value), as well as (iv) the request for termination of the exclusivity arrangement. During such video conference, Mr. de Sá Cavalcante Neto conveyed to the Special Committee the unwillingness of the Bidder Group to terminate the exclusivity arrangement as the exclusivity agreement was among General Atlantic, Dragoneer and the Founders (and did not bind the Company, the Special Committee or any other entity or person).

On March 15, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. With respect to ongoing discussions regarding the exclusivity arrangement between the members of the Bidder Group, representatives of Evercore noted that there had been no other competing bid or interest shown by any third parties in an alternative transaction since the Original Proposal was made by the Bidder Group on November 30, 2022. In addition, representatives of Skadden reported that certain important matters were still subject to ongoing negotiations in the Sponsor NDA, including with respect to the terms of the standstill provision. Following discussion, the Special Committee reiterated the importance of each of the Sponsors executing non-disclosure agreements, and that no specific guidance on price should be provided to the Sponsors other than the general guidance regarding the research analyst target prices for the Class A Shares. The Special Committee further requested that representatives of Evercore prepare a list of other potential bidders to be approached by representatives of Evercore in connection with a general market check.

On that same date, a certain third-party investor that engaged in preliminary discussions regarding a Potential Transaction (“Potential Investor A”) contacted a representative of Evercore to express an interest in understanding the general status of the process of the Proposed Transaction in order to determine whether Potential Investor A should pursue an alternative transaction with the Company.

Later on that same date, representatives of Evercore had a teleconference conversation with General Atlantic, in which General Atlantic verbally indicated the possibility that the Sponsor’s may consider raising the offered price.

Also on that same date, representatives of Evercore were approached by representatives of Potential Investor A to discuss a potential alternative going-private transaction with the Company.

On March 16, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and representatives of Evercore in attendance. After discussion, the Special Committee (a) directed representatives of Evercore to convey to General Atlantic (in its capacity as representative for the Sponsors) that each of the Sponsors should execute the non-disclosure agreement, receive and review the First Preliminary Projections (for more information on certain Company Projections, see “Special Factors — Certain Financial Projections”) and then revise the Sponsors’ offer based on such information, and (b) directed representatives of Evercore to engage in preliminary discussions with Potential Investor A to gauge its actual interest in pursuing an alternative transaction with the Company. The Special Committee and representatives of Evercore discussed a list of other potential investors and the script to be used by representatives of Evercore if and when an approach to such third parties was authorized by the Special

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Committee (for additional information regarding such materials, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated March 16, 2023” filed as Exhibit (c)(6) to the Company’s transaction statement on Schedule 13E-3). After further discussions with representatives of Evercore and Skadden, the Special Committee determined that it would not accept a revised proposal from the Sponsors if they were unwilling to materially increase their offer price.

On March 17, 2023, at the direction of the Special Committee, representatives of Evercore had a call with representatives of General Atlantic (in its capacity as representative for the Sponsors) in attendance, in which representatives of Evercore conveyed the Special Committee’s positions that (a) the price proposed by the Sponsors was below the intrinsic value of the Company, in the Special Committee’s view, (b) the exclusivity arrangement should be terminated, and (c) given that the Sponsors were willing to accept the terms of the standstill provision in the Sponsor NDAs as requested by the Special Committee, the Special Committee would propose executing the Sponsor NDAs, even with the exclusivity arrangement between the members of the Bidder Group remaining in place, so that additional due diligence could be conducted by the Sponsors to facilitate an improvement of the Sponsors’ then-current proposal.

Later on that same date, Skadden sent a revised draft of the Sponsor NDA to Paul Weiss and Ropes & Gray, which included a 12-month standstill, along with the Special Committee’s proposed final position on the key terms of such agreement. Between March 17, 2023, and March 29, 2023, Skadden, Paul Weiss and Ropes & Gray exchanged several drafts and negotiated the terms of the Sponsor NDA, mainly in respect of the terms of the standstill provision, among other key open items.

On March 21, 2023, at the direction of the Special Committee, representatives of Evercore held a meeting by videoconference with Potential Investor A in attendance to further discuss the latter’s interest in an alternative transaction with the Company.

Later on that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Skadden and Evercore provided the Special Committee with updates of relevant events that occurred since the latest Special Committee meeting. Representatives of Skadden reported that the remaining open points under discussion in the Sponsor NDA were largely related to the terms of the standstill provision. The Special Committee further discussed with representatives of Evercore and Skadden (a) the proposed outreach to certain potential investors to be approached by representatives of Evercore, and (b) the timetable for diligence that should be conveyed to any potential investors, in each case, considering the benefits and detriments of each of the different options discussed.

On March 23, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. The Special Committee and representatives of Skadden and Evercore discussed the comments to the Sponsor NDA. In addition, the Special Committee determined to meet with Mr. de Sá Cavalcante Neto on March 24, 2023, to update Mr. de Sá Cavalcante Neto on the general status of the negotiations with the Sponsors, including the Special Committee’s position on the valuation of the Company and the Special Committee’s intent on further pursuing discussions with Potential Investor A.

On March 24, 2023, the Special Committee held a meeting by videoconference with Mr. de Sá Cavalcante Neto in attendance and discussed such topics.

On March 28, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Skadden and Evercore provided the Special Committee with updates of relevant events that occurred since the latest Special Committee meeting. The Special Committee discussed with representatives of Evercore the list of potential third parties to be approached by representatives of Evercore, which comprised six entities, including Potential Investor A.

On March 29, 2023, each of the Sponsor NDAs was executed by the parties thereto, each of which agreements included a customary standstill provision (the standstill period being 230 days).

On March 30, 2023, the Sponsors were granted access to the virtual data room and started their due diligence review of the materials made available therein.

On that same date, a Board meeting was held in the Company’s ordinary course of business. Such meeting was attended by all members of the Board and members of management. At the meeting, the

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Board discussed the Company’s financial results for the fourth quarter and fiscal year 2022, goals for fiscal year 2023, the status of Isaac integration and general corporate matters.

On that same date, as instructed by the Special Committee, representatives of Evercore approached five potential investors previously selected by the Special Committee in order to inquire as to their level of interest with respect to a potential going-private transaction with the Company, as well as to inform them of the proposed due diligence procedures and timeline of a Potential Transaction.

Further on that same date, the Company announced its earnings for 2022 (the “Earnings Release”) and furnished it to the SEC as an exhibit to a current report on Form 6-K.

On March 31, 2023, (a) General Atlantic and its affiliates filed with the SEC an amendment to their Schedule 13D, with respect to the execution of the non-disclosure agreement executed by and between the Company and General Atlantic on March 29, 2023 (the “General Atlantic NDA”) and the terms of the standstill provision included therein, and (b) Dragoneer and its affiliates filed with the SEC an amendment to their Schedule 13D, with respect to the execution of the non-disclosure agreement executed by and between the Company and Dragoneer on March 29, 2023 (the “Dragoneer NDA”) and the terms of the standstill provision included therein.

Later on that same date, representatives of Evercore (a) provided the Special Committee with an updated analysis of the Company’s trading stock price, select equity research commentary, along with the updated Company research reports, each of which were updated as of following the Earnings Release, and (b) held a meeting by videoconference with Company management in attendance to collect shareholder feedback with respect to the Earnings Release.

On April 3, 2023, the Special Committee held a meeting by videoconference with Mr. Otero and representatives of Evercore in attendance to review the feedback received from the certain Company shareholders following the Earnings Release.

On April 4, 2023, at the direction of the Special Committee, representatives of Evercore sent a draft non-disclosure agreement to Potential Investor A for its review, including a customary standstill provision.

On that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reported to the Special Committee that the Sponsors were conducting their due diligence review, having received access to the virtual data room and the First Preliminary Projections (for more information on certain Company Projections, see “Special Factors — Certain Financial Projections”) following the execution of the non-disclosure agreements. The Special Committee further discussed the following updates on the potentially interested third-party investors approached by representatives of Evercore: (a) Potential Investor A was reviewing a draft non-disclosure agreement, and (b) with respect to the other five potential bidders, two had decided not to engage in further conversations, one had not responded to representatives of Evercore’s requests for a conversation, and the remaining two had meetings scheduled with representatives of Evercore for the following day. The Special Committee also discussed the market’s reactions to the Earnings Release, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated April 4, 2023” filed as Exhibit (c)(7) to the Company’s transaction statement on Schedule 13E-3).

On April 5, 2023, representatives of the Sponsors verbally reiterated to representatives of Evercore a potential willingness to increase the price per share the Sponsors were prepared to pay.

On that same date, Potential Investor A provided Skadden with comments to the non-disclosure agreement.

On that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. The Special Committee discussed the following further updates on the potentially interested third parties approached by representatives of Evercore: (i) the two potential investors with whom representatives of Evercore had spoken on that day had rejected any interest in a transaction with the Company at that point in time, and (ii) therefore, only Potential Investor A was potentially interested in negotiating a Potential Transaction. The Special Committee discussed the Sponsors’ verbal price feedback and continued to be of the view that without an increase, the Sponsors’ price would continue to undervalue

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the Company. The Special Committee instructed representatives of Evercore to meet with the Sponsors’ respective representatives to discuss differences between the Sponsors and Evercore’s preliminary financial analysis methodologies regarding the Company, as well as what additional information the Company could provide to help the Sponsors materially improve their proposal.

On April 6, 2023, representatives of Evercore held a meeting by videoconference with representatives of the General Atlantic and discussed the First Preliminary Projections (for more information on certain Company Projections, see “Special Factors — Certain Financial Projections”) and the valuation of the Company, as well as the assumptions and methodology used by each of Evercore and the Sponsors to value the Company.

On that same date, representatives of Skadden and Evercore provided Potential Investor A with a revised draft of the non-disclosure agreement.

Further on that same date, representatives of Evercore had a call with representatives of General Atlantic (in its capacity as representative for the Sponsors) to discuss the status of the Sponsors’ offer.

On April 10, 2023, representatives of Evercore held a meeting by videoconference with representatives of the Company, during which representatives of Evercore were informed by Mr. Otero that Company management had revised the First Preliminary Projections, to account for certain revised assumptions, including that the Company’s new business term loan product to be distributed by Isaac to schools in Brazil (the “Business Term Loan”) would no longer be launched (the “Third Preliminary Projections”), in response to the recent deterioration of the credit environment and an internal reallocation of resources.

On April 11, 2023, representatives of Evercore reported via email to the Special Committee that one of the other potential third parties that representatives of Evercore had approached, as instructed by the Special Committee, had responded by stating they would first assess their interest by reviewing publicly available information before determining whether to enter into a non-disclosure agreement with the Company.

On that same date, Potential Investor A provided Skadden with comments to the non-disclosure agreement, and Skadden and Potential Investor A’s counsel held discussions to resolve the last outstanding points.

Also on that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore provided a report on the April 6, 2023 meeting with the Sponsors’ representatives where representatives of Evercore and the Sponsors’ representatives discussed various assumptions underlying the Company’s financial outlook. Representatives of Evercore informed the Special Committee that Company management proposed revising the projections. After discussion, the Special Committee instructed representatives of Evercore to direct Company management to prepare a revised set of such projections with certain revised assumptions. Representatives of Skadden reported that the draft non-disclosure agreement with Potential Investor A was close to final. For more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”

On April 12, 2023, the Special Committee held a meeting by videoconference with representatives of Evercore and Mr. Otero in attendance, in which Mr. Otero presented to the Special Committee and representatives of Evercore the Third Preliminary Projections (with the presentation materials also re-including information about the First Preliminary Projections and the Second Preliminary Projections) (for additional information regarding such materials, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated April 12, 2023” filed as Exhibit (c)(8) to the Company’s transaction statement on Schedule 13E-3), and a discussion ensued between the Special Committee, representatives of Evercore and Mr. Otero regarding the underlying assumptions of such revised projections, particularly the assumption regarding a potential cancellation of the launching of the new Business Term Loan, which the Special Committee considered to be overly conservative. Upon further discussion, Mr. Otero agreed that a delayed launch of the Business Term Loan would be a more accurate assumption.

On April 13, 2023, at the direction of the Special Committee, representatives of Evercore held a meeting by videoconference with representatives of General Atlantic (in its capacity as representative for the Sponsors) in attendance, in which representatives of Evercore informed representatives of General Atlantic about the existence of the Third Preliminary Projections and that, in light of such new information, the due diligence

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process would be delayed until the analysis of such projections was complete. For more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”

On April 18, 2023, General Atlantic reported to representatives of Evercore that a Company shareholder interested in rolling over its shares in connection with a Potential Transaction had reached out to General Atlantic, which had directed such shareholder to the Company (as represented by the Special Committee) for any potential conversations regarding such matter.

On April 21, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reviewed the Preliminary Management Projections, which were prepared by Company management following the Special Committee’s, representatives of Evercore’s and Mr. Otero’s discussions on April 12, 2023. For more information about the Preliminary Management Projections, see “Special Factors — Certain Financial Projections.” A discussion ensued between representatives of Evercore and the Special Committee regarding the Preliminary Management Projections (which material also included data regarding the First Preliminary Projections, the Second Preliminary Projections and the Third Preliminary Projections), including the underlying assumptions (for additional information regarding such materials, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated April 21, 2023,” filed as Exhibit (c)(9) to the Company’s transaction statement on Schedule 13E-3). The Special Committee, and representatives of Evercore and Skadden discussed the existing offer of the Sponsors with a view to the Preliminary Management Projections and what course of action to take in respect of the continuation or termination of negotiations with the Sponsors. The Special Committee determined that any decision would only be taken once representatives of Evercore had presented updated preliminary financial analyses based on the Preliminary Management Projections, and instructed Evercore to prepare updated preliminary financial analyses. For more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”

On April 24, 2023, a member of the Special Committee had discussions by videoconference with representatives of Skadden and Evercore. Representatives of Evercore reviewed its updated revised preliminary financial analyses of the Company, and in preparing such revised preliminary financial analyses, Evercore used and relied on the First Preliminary Projections, the Second Preliminary Projections and the Preliminary Management Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections.” Such revised preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, April 24, 2023. For additional information regarding the preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated April 24, 2023,” filed as Exhibit (c)(10) to the Company’s transaction statement on Schedule 13E-3. The member of the Special Committee, who was authorized to act on behalf of the Special Committee, noted that the new set of projections reflected Company management’s ongoing review and better understanding of the Isaac business, as well as the changing macroeconomic environment in Brazil, including the more challenging credit market and the rising interest rates. Following discussions between representatives of Evercore and the member of the Special Committee regarding Company management’s preparations of the Preliminary Management Projections and underlying assumptions, the member of the Special Committee confirmed that they agreed with the Company’s management’s assessment of the Company’s operational outlook as reflected in the Preliminary Management Projections. The member of the Special Committee recommended (subject to ratification by the Special Committee) that representatives of Evercore share the Preliminary Management Projections with the Sponsors and ask them to present their best and final offer based thereon. During such discussions, representatives of Evercore confirmed that Potential Investor A had ceased all negotiations and no longer responded to any outreach regarding a Potential Transaction by representatives of Evercore. For more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”

On April 26, 2023, representatives of Evercore had a call with representatives of General Atlantic (in its capacity as representative for the Sponsors) in which General Atlantic stated that, after reviewing the Preliminary Management Projections (for more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”), and in an effort to bring the process to conclusion, the Sponsors may be willing to make a significant increase in the offer to $12.65 per share.

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On that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance, during which the member of the Special Committee recapped the discussion that took place with representatives of Skadden and Evercore on April 24, 2023, and the Special Committee confirmed alignment on the approach and assessments described in such discussion. Representatives of Evercore reported that the Sponsors may be willing to consider an increase to their offer to $12.65 per share. The Special Committee discussed such facts and determined that it would take additional time to consider all facts. The Special Committee also discussed whether it would permit any shareholders to be approached to roll over their shares.

On April 27, 2023, at the direction of the Special Committee, representatives of Evercore had a call with representatives of General Atlantic (in its capacity as representative for the Sponsors) in attendance regarding the terms of the Sponsors’ offer, and subsequently provided an update to the Special Committee.

On April 28, 2023, a member of the Special Committee had discussions by videoconference with representatives of Skadden and Evercore regarding the current status of and next steps in the price negotiations. The member of the Special Committee, along with representatives of Skadden and Evercore also discussed the Sponsors’ request to negotiate having two to three other Company shareholders roll over their shares in connection with the Proposed Transaction, and representatives of Evercore and General Atlantic then also discussed the same. The member of the Special Committee, along with representatives of Skadden and Evercore further discussed the merits and disadvantages as well as market practice with respect to a potential additional shareholder approval requirement that the majority of shares held by the shareholders unaffiliated to the Bidder Group be voted in favor of the Proposed Transaction (“majority of the minority shareholders’ approval” condition). Following discussions between the member of the Special Committee, and the representatives of Evercore and Skadden, the member of the Special Committee recommended (subject to ratification by the Special Committee) that representatives of Evercore revert to the Sponsors with a verbal counter-proposal of $13.20 per share, conditioned upon the inclusion of a majority of the minority shareholders’ approval. On that same date, representatives of Evercore had a call with the Sponsors in which the Sponsors indicated that they would consider the Special Committee’s request for a higher price per share, but in no event would a majority of the minority shareholders’ approval condition be acceptable.

On April 29, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reported to the Special Committee the recent conversations with the Sponsors regarding a potential increase in price, but without the majority of the minority shareholders’ approval condition. After discussions, based on the information then available, in particular the Preliminary Management Projections (for more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”) provided by Company management and the preliminary financial analyses performed by Evercore, the Special Committee instructed representatives of Evercore to revert to the Sponsors with a proposal of $13.10 per share and inclusion of a majority of the minority shareholders’ approval condition. The Special Committee further determined that having certain shareholders either join the consortium or roll over into the post-transaction private company should be permitted.

After such meetings, at the direction of the Special Committee, representatives of Evercore conveyed the Special Committee’s response to representatives of General Atlantic and Dragoneer, and representatives of Evercore and the Special Committee held subsequent telephone calls with representatives of Dragoneer to discuss the response.

On that same date, at the instruction of the Special Committee, representatives of Skadden sent Paul Weiss and Ropes & Gray a first draft of the Merger Agreement, as prepared by Skadden, Carey Olsen, BMA and Evercore at the direction of the Special Committee.

On April 30, 2023, the Bidder Group entered into an amendment to the Joint Bidding Agreement, pursuant to which the members of the Bidder Group agreed that the term of the Joint Bidding Agreement would be extended at least until June 28, 2023, and, thereafter, automatically for successive 30-day periods unless otherwise terminated by any of the parties thereto.

On that same date, the Sponsors presented a revised written offer price of $13.00 per share (the “Revised Proposal”) to the Special Committee. The purchase price proposed in the Revised Proposal

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represented an approximately 44% premium over the closing price of $9.04 per Class A Share on the day immediately prior to the disclosure of the Original Proposal. While no agreement had been reached as to the terms or price of a Potential Transaction between the Sponsors and the Special Committee, the Special Committee, following discussions with its advisors, agreed to negotiate a definitive agreement with respect to a Potential Transaction with the Sponsors on the basis of the Revised Proposal.

On May 1, 2023, each of the Sponsors, the Founders and their respective affiliates filed with the SEC their respective amendments to Schedule 13D, in each case with respect to the submission of the Revised Proposal and the amendment to the Joint Bidding Agreement.

On that same date, the Company issued a press release announcing the receipt of the Revised Proposal and furnished to the SEC the press release as an exhibit to a current report on Form 6-K.

Later on that same date, the Special Committee and representatives of Evercore and Skadden agreed that representatives of Evercore would reach out to a select group of Company shareholders, without participation of Company management, to collect feedback regarding the Revised Proposal.

On May 2, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore provided the Special Committee with details on the feedback received from certain Company shareholders regarding the Revised Proposal and reported that certain of those shareholders did not view $13.00 per share as a sufficient price for the Company’s Class A Shares.

On May 5, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. The Special Committee, and representatives of Evercore and Skadden again discussed the shareholder feedback to the Revised Proposal. The Special Committee, and representatives of Evercore and Skadden also discussed alternative solutions to increase the price to be offered by the Sponsors for the Class A Shares, the Special Committee further considered with representatives of Skadden and Evercore the option to indicate to the Sponsors that the Special Committee would terminate negotiations if the Sponsors were unwilling or unable to increase the offered price above $13.00 per share.

Later on that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reported that, at the direction of the Special Committee, representatives of (a) Evercore had informed General Atlantic (in its capacity as representative for the Sponsors) about the shareholder feedback, and re-discussed with General Atlantic the possibilities of submitting the transaction to a majority of the minority shareholders’ approval, and (b) General Atlantic (in its capacity as representative for the Sponsors) informed representatives of Evercore that it was unable to increase the offered price much further and that it would not condition the transaction on a majority of the minority shareholders’ approval.

On May 8, 2023, representatives of Evercore held a call by videoconference for purposes of a due diligence discussion between Company management and representatives of General Atlantic, Ropes & Gray, Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga Advogados, Brazilian legal counsel to the Sponsors (“Mattos Filho”), and Deloitte Touche Tohmatsu Limited.

On May 9, 2023, representatives of Evercore were informed by Potential Investor A that it was not interested in a Potential Transaction at that point in time, but that if negotiations with the Sponsors were terminated for any reason, Potential Investor A might be interested in revisiting negotiations regarding a Potential Transaction.

On May 9, 2023, certain members of the Special Committee had discussions by videoconference with representatives of Skadden and Evercore. Representatives of Skadden and Evercore provided the members of the Special Committee with updates since the last Special Committee meeting. Members of the Special Committee and representatives of Evercore and Skadden then discussed the terms under which the Special Committee would consider recommending a Potential Transaction with the Sponsors, including the price as well as other terms, such as a majority of the minority shareholders’ approval condition.

On that same date, Paul Weiss and Ropes & Gray sent Skadden their comments to the draft Merger Agreement, and on May 10, 2023, Paul Weiss and Ropes & Gray sent Skadden further updated comments to such draft.

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On May 11, 2023, representatives of Evercore had a call with representatives of General Atlantic (in its capacity as representative for the Sponsors). At the direction of the Special Committee, representatives of Evercore informed representatives of General Atlantic that the Sponsors should increase their offered price to $15.00, or otherwise the approval by the majority of the minority shareholders of the Company would be required by the Special Committee.

On May 15, 2023, Paul Weiss and Ropes & Gray reached out to representatives of Skadden in order to ask for the permission of the Special Committee for the Sponsors to approach five potential rollover shareholders in connection with the Proposed Transaction.

On that same date, representatives of Evercore had a call with representatives of General Atlantic, in which the representatives of General Atlantic indicated that they would only present the Sponsors’ best and final offer upon completion of the due diligence process and upon receipt, by the Sponsors, of a revised draft of the Merger Agreement, and as long as the Sponsors were allowed to approach a select group of five shareholders to gauge their interest in rolling over their shares in the Proposed Transaction.

On May 16, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Evercore reviewed Evercore’s revised preliminary financial analyses of the Company, and in preparing such revised preliminary financial analyses, Evercore used and relied on the First Preliminary Projections, the Second Preliminary Projections and the Preliminary Management Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections.” Such revised preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, May 16, 2023. For additional information regarding such revised preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated May 16, 2023,” filed as Exhibit (c)(11) to the Company’s transaction statement on Schedule 13E-3. The Special Committee discussed with representatives of Evercore and Skadden the Sponsors’ request to approach five potential rollover shareholders and the Special Committee determined to authorize such approach to the extent such potential rollover shareholders execute a non-disclosure agreement with the Company, including a standstill provision.

On May 17, 2023, Skadden informed representatives of Paul Weiss and Ropes & Gray that the Sponsors could approach a limited set of five potential rollover shareholders, as long as such shareholders entered into non-disclosure agreements in a form acceptable to the Special Committee, including a standstill provision, and sent Paul Weiss and Ropes & Gray the form of such non-disclosure agreements for distribution to such potential rollover shareholders. Skadden also noted that they, at the direction of the Special Committee, would hold on further revising the Merger Agreement until there was clearer alignment on price and structure.

On May 18, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Skadden and Evercore provided the Special Committee with updates of events that occurred since the latest Special Committee meeting. Representatives of Evercore reviewed Evercore’s revised preliminary financial analyses of the Company, and in preparing such revised preliminary financial analyses, Evercore used and relied on the First Preliminary Projections, the Second Preliminary Projections and the Preliminary Management Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections”. Such revised preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, May 18, 2023. For additional information regarding such revised preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated May 18, 2023,” filed as Exhibit (c)(12) to the Company’s transaction statement on Schedule 13E-3.

On May 22, 2023, representatives of Paul Weiss and Ropes & Gray sent Skadden a draft of a wall-cross script with respect to the potential engagement with certain potential rollover shareholders.

During the week of May 22, 2023, representatives of the Sponsors and the Company held in-person meetings to finalize the Sponsors’ due diligence work in connection with the Proposed Transaction.

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On May 23, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Skadden, Evercore and the Special Committee discussed the main issues raised by the Sponsors’ comments to the Merger Agreement sent on May 10, 2023, which mainly comprised the following Sponsors’ positions, among other matters: (a) rejection of majority of the minority shareholders’ approval condition, (b) rejection of a comprehensive regulatory efforts covenant, (c) size of and trigger events for the Company termination fee, (d) inclusion of a “no debt default” closing condition in favor of the Sponsors and (e) no inclusion of a closing condition related to dissenters’ rights. After discussions, the Special Committee instructed Skadden to circulate to Sponsors’ counsels an issues list comprising the main open items as well as the Special Committee’s positions in relation thereto.

On May 25, 2023, Skadden sent Paul Weiss and Ropes & Gray an issues list with the Special Committee’s feedback on the issues regarding the Sponsors’ comments to the Merger Agreement dated May 10, 2023, and to the wall-cross script, and a final version of the wall-cross script was agreed upon between the Special Committee and the Sponsors.

On that same date, Paul Weiss and Ropes & Gray sent Skadden a draft of the form of Equity Commitment Letter to be delivered by the Sponsors in connection with the signing of the Merger Agreement.

On May 30, 2023, representatives of Evercore had a call with representatives of General Atlantic to discuss the status of the Merger Agreement.

On May 31, 2023, Paul Weiss and Ropes & Gray sent Skadden the Sponsors’ reactions to the Merger Agreement issues list that was previously sent by Skadden to Paul Weiss and Ropes & Gray on May 25, 2023, reflecting the Sponsors’ positions, among other things, that the transaction not include a majority of the minority shareholders’ approval condition and that Sponsors be entitled to a closing condition that no “event of default” had been triggered under the Company’s debt as of Closing.

On June 1, 2023, Paul Weiss held calls with Skadden to discuss the process for further negotiations of the Merger Agreement.

On June 7, 2023, Paul Weiss and Ropes & Gray sent comments to the Merger Agreement to Skadden, reflecting the Sponsors’ positions regarding the items under discussion, including: (a) rejection of a majority of the minority shareholders’ approval condition, (b) the regulatory efforts covenant should not require the Sponsors to take actions that would impact the Sponsors’ assets, (c) the size of the Company termination fee, (d) no inclusion of a “no debt default” closing condition, (e) inclusion of a closing condition related to dissenters’ rights and (f) a revised proposal on the treatment of the Company’s equity awards in the Merger.

On June 9, 2023, Ropes & Gray sent Skadden comments to the non-disclosure agreement between the Company and Wishbone Fund, Ltd. (the “Wishbone NDA”), as provided to Ropes & Gray by Wishbone. On that same date, the draft was negotiated between Skadden and Wishbone’s legal counsel and the Wishbone NDA was executed.

Later on that same date, Ropes & Gray sent Skadden comments to the non-disclosure agreement between the Company and Keenan Capital LLC (the “Keenan NDA”), as provided to Ropes & Gray by Keenan. Between June 9 and June 14, 2023, the draft was negotiated between Skadden and Keenan’s legal counsel and the Keenan NDA was executed on June 14, 2023.

On June 12, 2023, legal counsel to Potential Rollover Shareholder A sent Skadden comments to the non-disclosure agreement between the Company and Potential Rollover Shareholder A. Between June 12 and June 13, 2023, the draft was negotiated between Skadden and Potential Rollover Shareholder A’s counsel and the non-disclosure agreement was executed on June 13, 2023.

On that same date, Paul Weiss sent Skadden comments to the non-disclosure agreement between the Company and Potential Rollover Shareholder B, as provided to Paul Weiss by Potential Rollover Shareholder B. Between June 13, 2023, and June 20, 2023, the draft was negotiated between Skadden and Potential Rollover Shareholder B’s counsel and the non-disclosure agreement was executed on June 20, 2023.

On June 13, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden, Evercore, Carey Olsen and BMA in attendance. A discussion ensued between the Special Committee and the attendees on the key issues identified in the comments to the Merger Agreement sent to

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Skadden by Paul Weiss and Ropes & Gray on June 7, 2023, and, after discussions, the Special Committee instructed Skadden to send Paul Weiss and Ropes & Gray a revised issues list with the positions of the Special Committee, which was sent to Paul Weiss and Ropes & Gray on June 21, 2023.

On that same date, Carey Olsen advised the Special Committee that the Merger was in compliance with, and did not infringe any provision of the Company’s Articles of Association.

On June 14, 2023, legal counsel to Potential Rollover Shareholder C sent Skadden comments to the non-disclosure agreement between the Company and Potential Rollover Shareholder C. On June 16, 2023, the draft was negotiated between Skadden and Potential Rollover Shareholder C’s counsel and Potential Rollover Shareholder C decided not to execute the non-disclosure agreement and not to continue negotiations regarding a potential rollover of Potential Rollover Shareholder C’s shares at such time.

On June 21, 2023, at the instruction of the Special Committee, Skadden sent Paul Weiss and Ropes & Gray an issues list comprising the positions of the Special Committee on the main open points under discussion in connection with the Merger Agreement, including, among others: (a) maintaining a majority of the minority shareholders’ approval condition subject to the final price proposed by the Sponsors, (b) a more comprehensive regulatory efforts covenant, (c) a lower Company termination fee, (d) no debt default or event of default closing condition and (e) acceptance conceptually of a Parent liability cap subject to certain conditions.

On that same date, a member of the Special Committee and a representative of Dragoneer discussed the status of negotiations regarding the merger agreement.

On June 24, 2023, the Sponsors informed representatives of Evercore that they would require a revised comprehensive draft of the Merger Agreement in order to present a revised proposal on price.

On June 25, 2023, representatives of Skadden, representatives of Evercore and the Special Committee discussed the Sponsors’ request and, after discussions, the Special Committee instructed Skadden to prepare a revised draft of the Merger Agreement to reflect the Special Committee’s positions, as discussed on June 21, 2023. On June 27, 2023, Skadden sent such revised draft of the Merger Agreement to Paul Weiss and Ropes & Gray, together with the first draft of the Company’s disclosure letter.

On July 6, 2023, representatives of Evercore had a call with the Sponsors, in which the Sponsors indicated that they might be willing to consider a further increase to their offer price, subject to satisfactory resolution of the open issues in the Merger Agreement (including the Special Committee agreeing not to include a majority of the minority shareholders’ approval condition).

On that same date, a representative of the Special Committee had discussions by videoconference with representatives of Skadden and Evercore. Representatives of Evercore reported to the representative of the Special Committee the outcome of their call with the Sponsors.

On that same date, Paul Weiss and Ropes & Gray sent Skadden their revised comments to the Merger Agreement, reflecting, among others, the following positions of the Sponsors: (a) rejection of a majority of the minority shareholders’ approval, and proposition of an approval by two-thirds of the Company’s shareholders, (b) the regulatory efforts covenant should not require the Sponsors to take actions that would impact the Sponsors’ assets, (c) rejection of a Parent regulatory termination fee, (d) rejection of the proposed clear market covenant, and (e) agreement to drop the inclusion of an event of default closing condition, subject to permitting the closing to be delayed once by 30 days in the event an event of default occurs under any Company indebtedness prior to closing, among other matters.

On July 14, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden and Mr. Otero in attendance, and Mr. Otero confirmed to the Special Committee that, consistent with prior discussions with the Special Committee, the Management Projections were the set of projections the Special Committee should consider as final (for more information on certain Company Projections, see “Special Factors — Certain Financial Projections.”), since the Company’s management (a) understood that such set of projections remained the most accurate set of projections and that the assumptions underlying such projections continued to be valid, and (b) had not created any other set of projections and nor did it plan on preparing any revised projections.

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On July 18, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden, Evercore and Carey Olsen in attendance. Representatives of Evercore reviewed its updated preliminary financial analyses of the Company, and in preparing such revised preliminary financial analyses, Evercore used and relied on the First Preliminary Projections, the Second Preliminary Projections and the Management Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections”. Such revised preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, July 18, 2023. For additional information regarding the preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated July 18, 2023” filed as Exhibit (c)(13) to the Company’s transaction statement on Schedule 13E-3. Following discussions between the Special Committee, and representatives of Evercore and Skadden, the Special Committee instructed representatives of Evercore to request that the Sponsors increase their offered price as a result of the recent appreciation of the Brazilian real against the U.S. dollar, given that the Company’s working currency is the Brazilian real.

On July 20, 2023, representatives of General Atlantic (in its capacity as representative for the Sponsors) contacted the Special Committee and informed the Special Committee that the Sponsors would be potentially willing to consider a further increase to their price.

On July 22, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden, Evercore and Carey Olsen in attendance. Representatives of Evercore reviewed its updated preliminary financial analyses of the Company, and in preparing such preliminary financial analyses, Evercore used and relied on the First Preliminary Projections, the Second Preliminary Projections and the Management Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections”. Such revised preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, July 22, 2023. For additional information regarding the preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for discussion with the Special Committee, dated July 22, 2023” filed as Exhibit (c)(14) to the Company’s transaction statement on Schedule 13E-3. A discussion ensued between the Special Committee and Evercore regarding the intrinsic value of the Company and how to best negotiate with the Sponsors in order to obtain the highest price per share. Following such discussions, the Special Committee instructed representatives of Evercore to ask the Sponsors for a price of $14.50 as well as gauging the Sponsors’ reaction as to potentially moving forward with the deal without any additional rollover and for the majority of the minority shareholders’ approval condition to be re-included in the Merger Agreement.

On July 23, 2023, at the direction of the Special Committee, representatives of Evercore discussed with General Atlantic the request for the offer price to be increased, for shareholders (other than the Founders and the Sponsors) to not roll their shares in the Proposed Transaction and for the majority of the minority shareholders’ approval condition to be re-included in the Merger Agreement. General Atlantic verbally replied during such discussions that it was willing to discuss with Dragoneer a potential increase in the offered price, but that it would maintain the ability to permit rollovers and that it would not accept a majority of the minority shareholders’ approval condition.

Later on that same date, the Special Committee held a meeting by videoconference with representatives of Skadden and Evercore in attendance. Representatives of Skadden and Evercore provided the Special Committee with updates of events that occurred since the latest Special Committee meeting. Representatives of Evercore reviewed its revised preliminary financial analyses of the Company, and in preparing such revised preliminary financial analyses, Evercore used and relied on the First Preliminary Projections, the Second Preliminary Projections and the Management Projections provided by the Company’s management and summarized under “Special Factors — Certain Financial Projections.” Such revised preliminary financial analyses did not constitute, or form the basis of, an opinion of Evercore with respect to the Per Share Merger Consideration, and were based on economic, monetary, market and other conditions as in effect on, and the information made available to Evercore as of, July 23, 2023. For additional information regarding such revised preliminary financial analyses, see “Draft Discussion Materials prepared by Evercore for

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discussion with the Special Committee, dated July 23, 2023,” filed as Exhibit (c)(15) to the Company’s transaction statement on Schedule 13E-3.

On July 25, 2023, the Special Committee held a meeting by videoconference with representatives of Skadden in attendance, at which meeting the Special Committee approved the Management Projections for Evercore’s use and directed Evercore to use and rely on the Management Projections for its financial analyses.

On July 27, 2023, at the instruction of the Special Committee, representatives of Evercore reached out to the Sponsors to have further discussions regarding the per share price for the Proposed Transaction, during which discussions representatives of Evercore and General Atlantic discussed certain of the other remaining open items in the Merger Agreement, and additional discussions in respect of these matters occurred between representatives of Evercore and the Sponsors the following day. On this day, the Special Committee expressed its willingness, subject to completion of final negotiations of the terms of the Merger and receipt of Evercore’s fairness opinion, to recommend a transaction at a price per share of $14.00, and it was understood by the Special Committee, based on representatives of Evercore’s continuous communications with General Atlantic and Dragoneer, that the Sponsors would also be willing to transact at such price, but only subject to final agreement on the material terms of the Merger Agreement, certain of which remained unresolved.

On July 29, 2023, representatives of Skadden, at the direction of the Special Committee, sent a revised draft of the Merger Agreement and the Equity Commitment Letter to Paul Weiss and Ropes & Gray, reflecting the following positions of the Special Committee, among other matters: (a) acceptance of the removal of the majority of the minority shareholders’ approval condition, (b) a regulatory efforts covenants covering all Company assets without materiality qualifier, (c) including a clear market covenant, (d) acceptance of removal of a regulatory termination fee, (e) the lower amount of the Company termination fee and (f) ability to seek monetary damages against Parent and Merger Sub for damages arising out of fraud or willful breach of the Merger Agreement, subject to a liability cap.

Between July 31 and August 1, 2023, representatives of Skadden, Paul Weiss and Ropes & Gray held meetings by videoconference to discuss the Merger Agreement and the Equity Commitment Letters, at which meetings the following matters, among other matters, were discussed: (a) the amounts of the Company termination fee and of Parent’s liability cap under the Merger Agreement, (b) whether the Sponsors should be subject to a clear market covenant and (c) the Parent liability cap.

On August 3, 2023, representatives of Paul Weiss and Ropes & Gray sent Skadden comments to the Merger Agreement, reflecting the Sponsors’ positions in respect of the matters discussed between July 31, 2023, and August 1, 2023.

Further on that same date, a representative of the Special Committee, together with a representative of Skadden, held a meeting with one of the Company’s minority shareholders in attendance, following the formal request of the shareholder to the Company’s management to meet with the Special Committee, in which the Special Committee listened to the analysis and feedback of the minority shareholders provided in respect of the Proposed Transaction.

On August 4, 2023, representatives of Paul Weiss and Ropes & Gray sent Skadden a revised draft of the Equity Commitment Letter.

Between August 5 and August 10, 2023, representatives of Skadden, Carey Olsen, Paul Weiss, Ropes & Gray and Walkers engaged in final negotiations of the Merger Agreement, the Equity Commitment Letters, the Support Agreement and the Interim Investors Agreement. During this time, representatives of General Atlantic and Dragoneer also engaged in conversations with representatives of Evercore, the Special Committee and the Company. Representatives of Evercore and Skadden kept the Special Committee apprised of the negotiations and solicited their views during such negotiations, which mainly focused on the following matters: (a) in the case of the Merger Agreement, (i) the amounts of the termination fee and of Parent and Merger Sub’s liability cap, (ii) a clear market covenant and (iii) mechanics applicable to changes in the number of rollover shares post-signing and pre-closing; and (b) in the case of the Support Agreement and the Interim Investors Agreement, adjustments to assure that all parties would be able to comply with the procedures set forth in the Merger Agreement relating to a Superior Proposal.

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On August 9, 2023, representatives of BMA sent Mattos Filho relevant confirmations from certain Company lenders under certain of the Company’s Debt Documents (as defined in the Merger Agreement).

On that same date, representatives of Evercore reported to the Special Committee that two Company shareholders would be committing to roll over their shares in the Merger as of the signing of the Proposed Transaction: (a) Keenan (which was going to conduct a partial roll over of 3,735,445 (or approximately 80%) of its Class A Shares) and (b) Wishbone (which was going to conduct a partial roll over of 1,200,000 (or approximately 41%) of its Class A Shares).

On August 10, 2023, members of the Special Committee held a meeting by videoconference with representatives of Evercore, Skadden and Carey Olsen in attendance. Representatives of Carey Olsen gave the Special Committee another overview of the fiduciary duties of the Special Committee in connection with the Transactions and addressed the questions of the Special Committee in relation thereto. Representatives of Skadden gave the Special Committee an overview of the material terms of the final drafts of the Transaction Documents and addressed the questions of the Special Committee in relation thereto. Representatives of Evercore gave a presentation of its financial analyses. For additional information regarding such final financial analyses, see “Discussion Materials and Presentation to the Special Committee, dated August 10, 2023,” filed as Exhibit (c)(16) to the Company’s transaction statement on Schedule 13E-3. Representatives of Skadden further gave the Special Committee an overview of preliminary draft disclosure of the reasons for the Merger, addressed the questions of the Special Committee in relation thereto as well as discussed such preliminary draft disclosure with the Special Committee.

Representatives of Evercore rendered to the Special Committee Evercore U.S.’s oral opinion, which was subsequently confirmed in a written opinion on the same date, that, as of August 10, 2023, and based upon and subject to the assumptions, limitations, qualifications and conditions set forth in Evercore U.S.’s opinion, the Per Share Merger Consideration to be received by the holders of Class A Shares (other than the holders of the Excluded Shares and the Dissenting Shares) in the Merger was fair, from a financial point of view, to such holders. Following such discussion, the Special Committee, among other matters, determined that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company and the Unaffiliated Security Holders and resolved that (a) the terms of the Merger are fair and reasonable to the Company and the Unaffiliated Security Holders; (b) the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands laws; (c) the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company; (d) the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions are recommended to be approved and declared advisable and the Company be authorized to merge with Merger Sub so that the Company will be the Surviving Company and all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA; (e) the Merger would be most likely to promote the success of the Company for the benefit of its members as a whole, including, in particular, the Unaffiliated Security Holders; (f) subject to Section 5.04 of the Merger Agreement, the Special Committee recommended that the Board (i) declare advisable and in the best interests of the Company the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, (ii) authorize and enter into (as applicable) the Merger Agreement and the Plan of Merger and approve the Merger and the other Transactions, and (iii) subject to Section 5.04 of the Merger Agreement, recommend that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at the Company Shareholders Meeting; and (g) the Merger and the other transactions on the terms set out in the Transaction Documents are compliant with the articles of association of the Company.

Following the conclusion of such Special Committee meeting, on that same date, the Board held a meeting by videoconference with representatives of Davis Polk, Maples and Calder (Cayman) LLP, Cayman Islands legal counsel to the Company (“Maples”), Walkers and Skadden, as well as Mr. Otero and the Company’s general counsel, Mariana Pacini, in attendance. Representatives of Maples provided an overview of the directors’ duties in connection with the Transactions and provided an opportunity for questions from the Board in relation thereto. Representatives of Davis Polk provided an overview of the material terms of the final drafts of the Transaction Documents and addressed the questions of Board in relation thereto.

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A representative of the Special Committee provided a report of the Special Committee’s evaluation of the Transactions and the Special Committee’s recommendation with respect to the Merger Agreement and the Plan of Merger, the Merger and the other Transactions. Following such discussions, the Board, based upon the Special Committee’s recommendation and with the Interested Directors abstaining, among other matters, determined that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company and the Unaffiliated Security Holders and resolved that (a) the terms of the Merger are fair and reasonable to the Company and the Unaffiliated Security Holders; (b) the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands law; (c) the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company; (d) the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions are approved and declared advisable and the Company be authorized to merge with Merger Sub so that the Company will be the Surviving Company and all the undertaking, property and liabilities of Merger Sub vest in the Company by virtue of such merger pursuant to the CICA; (e) the Merger would be most likely to promote the success of the Company for the benefit of its members as a whole, including, in particular, the Unaffiliated Security Holders; (f) subject to Section 5.04 of the Merger Agreement, the Company recommends that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at a duly held meeting of such holders for such purpose; and (g) the Merger and the other transactions on the terms set out in the Transaction Documents are compliant with the articles of association of the Company.

Following the conclusion of such Board meeting, on that same date, the board of directors of Parent and the board of directors of Merger Sub each approved the Merger Agreement and the Plan of Merger and declared it advisable for Parent and Merger Sub, respectively, to enter into the Merger Agreement and the Plan of Merger and to consummate the Transactions.

Following the conclusion of such board meetings, later on that same date, (a) the Company, Parent and Merger Sub executed the Merger Agreement, (b) the Rollover Shareholders entered into the Support Agreement, (c) affiliates of the Sponsors and Parent executed the Equity Commitment Letters, (d) Parent, Merger Sub, the Sponsors (or their respective applicable affiliates), the Founders (or their respective applicable affiliates), Keenan (or its applicable affiliate) and Wishbone (or its applicable affiliate) entered into the Interim Investors Agreement and (e) the Company and the Bidder Group issued a joint press release announcing the transaction.

On August 14, 2023, each of the Founders, the Sponsors and their respective affiliates filed with the SEC amendments to their respective Schedules 13D reporting, among other matters, the signing of the Merger Agreement, the Support Agreement and the Interim Investors Agreement.

On August 21, 2023, a non-disclosure agreement was executed by the Company and Potential Rollover Shareholders.

On September 14, 2023, the Company obtained the approval of the Merger from CADE, which approval became effective and definitive after the passage of a 15-day waiting period following such date.

Reasons for the Merger and Recommendation of the Special Committee and the Board

The Special Committee

On August 10, 2023, the Special Committee adopted resolutions by unanimous vote of its members at a duly called meeting, (a) determining that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands laws, (b) determining that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company, and (c) subject to Section 5.04 of the Merger Agreement, resolving to recommend that the Board (i) declare advisable and in the best interests of the Company the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, (ii) authorize and enter into (as applicable) the Merger Agreement and the Plan of Merger and approve the Merger and the other Transactions and (iii) subject to Section 5.04 of the

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Merger Agreement, recommend that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at the Company Shareholders Meeting.

In the course of reaching its determination and making its recommendation, the Special Committee consulted with the Special Committee’s financial and legal advisors and considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

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Fair Value.   The Special Committee believes that the Per Share Merger Consideration represents at least (and may exceed) fair value for each Share (other than the Excluded Shares) based on the Special Committee’s overall knowledge and understanding, and information obtained by the Special Committee, regarding the Company’s business, operations, assets and liabilities, current, historical and prospective business, financial condition, results of operations, strategy and competitive position, as well as industry trends, long-term strategic goals and opportunities, including the potential impact of those factors on the trading price of the Shares (which cannot be quantified numerically).

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Premium to Market Price.   The Special Committee considered the current and historical trading prices of the Class A Shares, including the relationship of the $14.00 Per Share Merger Consideration to the recent and historical trading prices of the Class A Shares, including that the Per Share Merger Consideration represents:

◦

a premium of approximately 55% to the closing price per Class A Share on November 30, 2022 (the last trading day immediately prior to the disclosure of the Original Proposal, on which date the closing price was $9.04); and

◦

a premium of approximately 38% and 28% to the 30- and 60-calendar day volume-weighted share price per Class A Share through November 30, 2022 (the last trading day immediately prior to the disclosure of the Original Proposal).

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Per Share Merger Consideration.   The Special Committee considered:

◦

that the Per Share Merger Consideration was increased multiple times by the Sponsors, from the Original Proposal of $11.00 to the Per Share Merger Consideration of $14.00 (representing a premium of 28% against the price offered in the Original Proposal);

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that the Per Share Merger Consideration consists solely of cash, which provides certainty of value and immediate liquidity at Closing to the holders of Shares (other than the holders of Excluded Shares and Dissenting Shares), particularly in light of the relatively limited trading volume of the Shares, without the long-term business and execution risk associated with the Company’s long-term plans; and

◦

the fact that all holders of Shares will be entitled to receive the same Per Share Merger Consideration, except that the Sponsors, the Founders and the Rollover Shareholders will not receive the Per Share Merger Consideration and will instead receive shares in Parent as consideration for the contribution of their Shares into Parent in connection with the Merger.

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Special Committee’s Negotiations.   The Special Committee considered its extensive negotiations with the Sponsors, and the fact that, during the course of such negotiations, the Sponsors raised the value of the Per Share Merger Consideration offered multiple times, from $11.00 to $14.00 (representing a total increase of 28% relative to $11.00), which the Sponsors indicated was their best and final offer and which the Special Committee believed, after such negotiations with the Sponsors and their representatives, was the highest price per share reasonably obtainable from the Sponsors for the Shares (other than the Excluded Shares).

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Financial Analyses of Evercore and Opinion of Evercore U.S.   The Special Committee considered the financial analyses of Evercore and the oral opinion of Evercore U.S., which was subsequently confirmed by a written opinion on the same date, that, as of August 10, 2023, and based upon and subject to the assumptions, limitations, qualifications and conditions set forth in Evercore U.S.’s opinion, the Per Share Merger Consideration to be received by the holders of the Class A Shares (other than the holders of the Excluded Shares and the Dissenting Shares) in the Merger was fair, from a

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financial point of view, to such holders, as more fully described below in the section entitled “Special Factors-Opinion of Financial Advisor to the Special Committee” and the full text of the opinion, which is attached as Annex C to this Proxy Statement.

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Potential Benefits of the Merger.   The Special Committee considered that the transaction provides benefits for the Company in addition to the attractive value to the Company’s shareholders, including in light of the potential risks and costs associated with remaining as a separate public company with a majority shareholder and possible alternative business strategies instead of consummating the Merger.

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Public Company Costs and Limitations.   The Special Committee considered:

◦

that the Company’s limited use of potential benefits as a U.S. publicly traded company did not justify the costs and administrative burdens associated with the Company’s status as a U.S. publicly traded company, including the costs associated with regulatory filings and compliance requirements, which costs and expenses would be reduced as a result of becoming a privately held company;

◦

that as an SEC-reporting company, the Company’s management and accounting staff must devote significant time to SEC reporting and compliance matters;

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that, as a privately held entity, the Company’s management may have greater flexibility to focus on improving the Company’s long-term financial performance without the pressures created by the public equity market’s emphasis on short-term period-to-period financial performance; and

◦

that, as an SEC-reporting company, the Company is required to disclose a considerable amount of business information to the public, some of which would otherwise be considered competitively sensitive and would not be disclosed by a non-reporting company, and which potentially may help its actual or potential competitors, customers, clients or suppliers compete against the Company or make it more difficult for the Company to negotiate favorable terms with them, as the case may be.

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Low Likelihood of Alternative Transactions.   The Special Committee considered:

◦

the fact that the Bidder Group owns a majority of the voting power of the outstanding Shares, and communicated to the Special Committee in its publicly filed, initial non-binding proposal letter delivered on November 30, 2022, that the Bidder Group is interested only in acquiring Shares not already owned by the Bidder Group or their respective affiliates and that the Bidder Group members have entered into an exclusivity agreement to work exclusively with the other members of the Bidder Group and that the members of the Bidder Group do not intend to sell their respective stakes in the Company to any third party, which could discourage the making of a competing acquisition proposal; and

◦

the absence of other strategic alternatives available to the Company, including a sale to other third-party investors, that would provide comparable or superior value to the Company’s shareholders, based in part on the Special Committee’s determination and taking into account the fact that (i) the Sponsors’ proposal had been publicly announced and that thereafter no third party had submitted a proposal to acquire the Company prior to the execution of the Merger Agreement, and (ii) that the Special Committee’s financial advisor, Evercore, undertook targeted outreach to a group of potentially interested third parties selected by the Special Committee, none of whom, including Potential Investor A, after considering the opportunity for a transaction with the Company and discussing it with the Special Committee’s independent financial advisor, had determined to submit a proposal for a transaction with the Company.

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Timing Considerations / Loss of Opportunity.   The Special Committee considered:

◦

the timing of the Merger and the risk that if the Company does not accept the Sponsors’ offer now, it may not have another opportunity to do so or to pursue an opportunity offering the same or better value and certainty to the Company’s Unaffiliated Security Holders in the future, and

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that the short-term market price for the Shares could fall below the value of the Per Share Merger Consideration, and possibly substantially below the value of the Per Share Merger Consideration; and

◦

the fact that the standstill restrictions that apply to the Sponsors pursuant to the Sponsor NDAs would expire on November 14, 2023, and that, following such expiration, the Sponsors would be able to acquire the remaining Shares the Sponsors do not already own without negotiating with the Special Committee or offering a transaction premium or favorable terms to the Company and its shareholders.

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Certainty of Closing.   The Special Committee took into account its belief that the Merger has a high likelihood of being completed in a timely manner based on, among other things, (i) the reputation, acquisition experience and financial resources of the Bidder Group and its ability to complete an acquisition transaction involving the Shares that it does not already own, (ii) the limited number and nature of the conditions to the completion of the Merger, including the fact that there is no financing condition, and (iii) the Company’s ability, pursuant to the Merger Agreement, to pursue remedies that include specific performance and equitable relief to prevent breaches of the Merger Agreement by Parent or Merger Sub and to specifically enforce the terms of the Merger Agreement and certain terms of the Equity Commitment Letters.

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Terms of the Merger Agreement and Equity Commitment Letters.   The Special Committee considered the terms of the Merger Agreement and the Equity Commitment Letters, including the review by the Special Committee with its legal counsel of, and advice received from such counsel on, the structure of the contemplated transactions and financial and other terms of the Merger Agreement and the Equity Commitment Letters, including with respect to deal protection, conditionality, termination rights and the likelihood of consummating the Merger (including with respect to obtaining required shareholder approvals).

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Ability to Respond to Certain Unsolicited Alternative Proposals.   The Special Committee considered that the Merger Agreement gives the Special Committee the right to respond to, furnish information and negotiate with respect to unsolicited bona fide alternative proposals from third parties in certain circumstances described in the Merger Agreement and to change its recommendation to the Company’s shareholders to vote in favor of the authorization and approval (as applicable) of the Merger Agreement if certain conditions are satisfied. For more information, see “The Merger Agreement — No Solicitation of Competing Transactions.”

•

Company Termination Rights.   The Special Committee considered that the Company would be permitted, under certain circumstances subject to compliance with the terms and conditions of the Merger Agreement prior to the receipt of shareholder approval, to terminate the Merger Agreement in order to enter into an agreement with respect to a Superior Proposal.

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Termination Fee.   The Special Committee believes that the termination fee of $20,000,000 that could become payable by the Company pursuant to the Merger Agreement in the event the Merger Agreement is terminated under certain circumstances described in the Merger Agreement is reasonable and would not likely deter third parties from making alternative acquisition proposals that would be more favorable to the Company’s shareholders than the Merger.

•

No Financing Condition.   The Special Committee considered the fact that the Sponsors have financing in place to fund the Per Share Merger Consideration, and that Parent’s and Merger Sub’s obligations to complete the Merger and pay the aggregate Per Share Merger Consideration are not conditioned on Parent or Merger Sub obtaining financing.

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Dissenters’ Rights.   The Special Committee considered the availability of dissenters’ rights to the Company’s shareholders, other than the holders of the Excluded Shares, who comply with all of the required procedures under the CICA for exercising dissenters’ rights, which allow such holders to receive the fair value of their Shares as determined by the Court.

•

Employee Considerations.   The Special Committee believes that treatment of the employees of the Company or any Company subsidiary who is employed at the date of Closing and who remains employed with the Surviving Company, any of its subsidiaries, or any other affiliate of Parent

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immediately following the Closing (the “Company Employees”) under the Merger Agreement, including Parent’s obligations to ensure that, during the first year after Closing, (a) the Company Employees’ base salary or hourly wage is no less favorable than the base salary or hourly wage rate provided to such Company Employee immediately prior to the date of Closing, (b) the Company Employees will be provided with target short- and long-term cash incentive compensation opportunities that are substantially comparable in the aggregate to the short- and long-term cash incentive compensation opportunities in effect for the Company Employee immediately prior to the date of Closing (for the avoidance of doubt, excluding equity or equity-based compensation and retention or change in control compensation), and (c) the Company Employees’ other compensation and benefits (for the avoidance of doubt, excluding equity or equity-based compensation and retention or change in control compensation) are, with respect to each Company Employee, substantially comparable in the aggregate to other compensation and benefits provided to such Company Employee immediately prior to the date of Closing, will reduce risk of attrition of key employees during the pre-Closing period, which will help ensure continuity of the Company’s business during the period prior to Closing under the Merger Agreement (thereby reducing risk of non-consummation), and could reduce the risk to the Company if the Merger Agreement is terminated.

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Procedural Safeguards.   The Special Committee considered the following procedural safeguards implemented in an effort to ensure the fairness of the Merger and the transactions contemplated by the Merger Agreement and to permit the Special Committee to represent the interests of the holders of Shares (other than the holders of Excluded Shares):

◦

the Special Committee consists solely of directors of the Company who are independent directors not affiliated with the Bidder Group and who are not officers or employees of the Company, and who are independent and disinterested with respect to the Merger and the other transactions contemplated by the Merger Agreement, and the Special Committee was advised by independent US, Cayman Islands and Brazilian legal counsel and an independent financial advisor in its review, evaluation and negotiation of the Merger and the other transactions contemplated by the Merger Agreement; and

◦

the resolutions of the Board forming the Special Committee and authorizing the Special Committee (i) to oversee, control, review, evaluate and negotiate any Potential Transaction, including whether a Potential Transaction was desirable and, if so, the design, oversight, establishment and implementation of a Potential Transaction, (ii) to supervise and direct the management of the Company in regard to the conduct of such negotiations should the Special Committee, in its sole discretion, authorize management to conduct or participate in such negotiations, (iii) to recommend rejecting a Potential Transaction, or if applicable, to formulate, structure, negotiate and document terms and conditions of a Potential Transaction including with respect to transaction structure and price and definitive documentation with respect thereto, including, without limitation, any agreements with the Company, any of the Company’s officers, directors, employees, shareholders or affiliates and/or any of the affiliates, associates or shareholders of the foregoing and any other potential purchasers or other relevant third parties in respect of a Potential Transaction, (iv) to interact with representatives of the Sponsors and the Founders regarding the Potential Transaction, or the Founders and any other potential party regarding another Potential Transaction, at such time and on such terms as the Special Committee deemed appropriate (provided that as requested by the Sponsors and the Founders the Special Committee should negotiate any purchase price for any Proposed Transaction solely with the Sponsors and not with the Founders, if it determined it necessary or appropriate to do so), (v) to initiate, review, evaluate and discuss alternative transactions, including directing its financial advisor to contact third parties regarding the possibility of exploring any alternative transactions, and to establish, approve, modify, monitor and direct the process and procedures related to the evaluation and negotiation of a Potential Transaction by the Company, (vi) to negotiate any confidentiality or similar agreement with the Sponsors, the Founders or any other party, if the Special Committee deemed it necessary or appropriate, and to provide confidential information pursuant to such agreements if the Special Committee deemed it necessary or appropriate to do so, (vii) to determine whether a Potential Transaction was advisable and fair to, and in the best interests of, the Company and the Public Shareholders (other than

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any interested shareholder, as the case may be), (viii) to determine whether to recommend or not to recommend a Potential Transaction to the Board for its consideration, approval and adoption and if necessary or appropriate, to recommend to the Board the form of all requisite documentation or agreements involving, responding to or relating to any Potential Transaction, and (ix) to exercise all such power and authority that may otherwise be exercised by the Board and to take any and all other actions it deemed necessary, appropriate or advisable in order to evaluate and consider a Potential Transaction and to carry out and fulfill its duties and responsibilities with respect thereto, the exercise of such power and authority conclusively evidencing such determination, and in addition the fact that the Board was not permitted to recommend or approve any Potential Transaction or submit or recommend a Potential Transaction to the shareholders of the Company without a prior favorable recommendation of such Potential Transaction by the Special Committee.

In the course of reaching its determinations and making its recommendations, the Special Committee also considered the following countervailing factors concerning the Merger Agreement and the Merger:

•

General Transaction Risks.   The Special Committee considered the risks involved with the Merger, including the risk that the Merger may not be completed because one or more of the conditions to Closing would not be satisfied, and the effect that failing to complete the Merger may have on the business, financial results and share price of the Company, or on the perceptions of the Company among investors, customers, employees and other stakeholders.

•

No Shareholder Participation in Future Growth or Earnings.   The Special Committee considered the fact that the Company will no longer exist as a separate public company and the Company’s shareholders (except for the holders of Excluded Shares) will forego any potential future increase in its value as a separate public company that might result from its possible growth and future prospects.

•

Impact of Announcement on the Company.   The Special Committee considered the possible negative effects of the Merger and public announcement of the Merger on the Company’s business, financial performance, operating results and share price and the Company’s relationships with customers, suppliers, distributors, commercial partners, management and employees.

•

No Majority-of-the-Minority Shareholder Voting Requirement.   The Special Committee considered that the consummation of the Merger is not subject to separate approval by a majority of the Company’s shareholders (excluding the Sponsors, the Founders and the Rollover Shareholders), notwithstanding the Special Committee’s attempt to negotiate such a closing condition with the Sponsors. The Special Committee also noted, however, that the “majority of the minority” voting requirement is not customary in going-private transactions involving Cayman Islands companies.

•

No Solicitation.   The Special Committee considered the fact that the Merger Agreement (i) precludes the Company from actively soliciting competing acquisition proposals (as described in the section entitled “The Merger Agreement — No Solicitation of Competing Transactions”) and (ii) obligates the Company to pay Parent a termination fee of $20,000,000 in connection with a termination of the Merger Agreement under certain circumstances, which could discourage the making of a competing acquisition proposal or adversely impact the price offered in such a proposal.

•

Pre-Closing Covenants.   The Special Committee considered the fact that the Merger Agreement imposes restrictions on the conduct of the Company’s business in the pre-Closing period, which may adversely affect the Company’s business in the event the Merger is not consummated (including by delaying or preventing the Company from pursuing business opportunities that may arise or precluding actions that would be advisable if the Company were to remain a separate public company).

•

Management Attention.   The Special Committee considered the risk that the contemplated transactions may divert management focus and resources from operating the Company’s business, as well as from other strategic opportunities.

•

Expenses.   The Special Committee considered the substantial transaction expenses to be incurred in connection with the Merger and the negative impact of such expenses on the Company’s cash reserves and operating results should the Merger not be completed.

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•

Tax Consequences.   The Special Committee considered the fact that the Per Share Merger Consideration consists solely of cash and is therefore likely taxable to the Company’s shareholders who are subject to taxation under applicable laws.

•

Litigation.   The Special Committee considered the risk of potential litigation relating to the Merger that could be instituted against the Company and/or its directors and officers, and the potential effects of any outcomes related thereto, including potential management distraction and expenses that could result from such litigation.

•

Director and Officer Interests.   The Special Committee considered the fact that certain of the Company’s directors and executive officers, including the Founders, as well as certain Rollover Shareholders, may have interests in the Merger that may be deemed to be different from, or in addition to, those of the Company’s other shareholders generally, as described in the section entitled “Special Factors-Interests of the Company’s Directors and Executive Officers in the Merger.”

The Special Committee did not specifically consider the liquidation value or the net book value of the Company in its evaluation of the Merger because of its belief that neither liquidation value nor net book value presents a meaningful valuation for the Company and its business, as the Company’s value is derived from the cash flows anticipated to be generated from its continuing operations, including revenues the Company is projected to realize from the commercialization of its products and services, rather than from the value of assets that might be realized in a liquidation or from net book value which is significantly influenced by historical costs. Further, the Special Committee did not consider liquidation value in evaluating the Merger because of its belief that the Company remains a viable going concern and that any prospective acquirer of the Company, including the Sponsors, would continue to operate the Company as a going concern following the consummation of such transaction. In addition, the Special Committee did not seek to establish a pre-Merger going concern value for the Company as such. Rather, the Special Committee believed that the financial analyses presented by Evercore, as more fully summarized under the caption “Special Factors — Opinion of the Special Committee’s Financial Advisor” on which the Special Committee relied in making its recommendation to the Board, represented potential valuations of the Company as it continues to operate its business. The Special Committee considered each of the analyses performed by Evercore in the context of the opinion provided by Evercore U.S. as well as various additional factors, as discussed above. The then-current market price of Class A Shares on November 30, 2022 (the last trading day immediately prior to the disclosure of the Original Proposal, on which date the closing price was $9.04) was lower than the Per Share Merger Consideration. The Special Committee therefore considered these to be positive factors and potential benefits of the Merger. The Company is not aware of any firm offers made by any unaffiliated person, other than the Bidder Group, during the past two years for (i) the merger or consolidation with or into another company, or vice versa; (ii) the sale or other transfer of all or any substantial part of the assets of the Company; or (iii) a purchase of the Company’s securities that would enable the holder to exercise control of the Company.

The Special Committee notes that the opinion delivered by Evercore U.S. addresses the fairness, from a financial point of view, to the holders of Class A Shares (other than the holders of Excluded Shares and Dissenting Shares). The Company’s director and officer shareholders are treated in the same way as the Company’s Unaffiliated Security Holders in connection with the Merger and will receive the Per Share Merger Consideration for their Class A Shares held in the Company. Therefore, the Special Committee does not believe the inclusion of these director and officer shareholders in the Evercore U.S. opinion affects its ability to rely on the Evercore U.S. opinion as one of the factors based on which the Special Committee determines that the Merger is fair to the Unaffiliated Security Holders. However, the Special Committee has not made any determination, nor does it intend to express any view, as to the fairness of the Merger to any shareholder who is an affiliate of the Company.

After taking into account all of the factors set forth above, as well as others, the Special Committee concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to the Company’s shareholders.

The above discussion of the information and factors considered by the Special Committee is not intended to be exhaustive, but indicates the material matters considered. In reaching its determination and recommendation, the Special Committee did not quantify, rank or assign any relative or specific weight to

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any of the foregoing factors, and individual members of the Special Committee may have considered various factors differently. The Special Committee did not undertake to make any specific determination as to whether any specific factor, or any particular aspect of any factor, supported or did not support its ultimate recommendation. Moreover, in considering the information and factors described above, individual members of the Special Committee may have given differing weights to differing factors. The Special Committee based its recommendation on the totality of the information presented.

The Board

At a meeting held on August 10, 2023, the Board, acting upon the recommendation of the Special Committee and with the Interested Directors abstaining, adopted resolutions by vote of its members, by means of which the Board (a) determined the terms of the Merger are fair and reasonable to the Company and the Unaffiliated Security Holders, (b) determined that the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands law, (c) determined that the terms of the Merger Agreement, the Plan of Merger, the Merger and the other Transactions are in the best interests of the Company and the Unaffiliated Security Holders, (d) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, (e) determined that the Merger would be most likely to promote the success of the Company for the benefit of its members as a whole, including, in particular, the Unaffiliated Security Holders, (f) determined to recommend, subject to Section 5.04 of the Merger Agreement, that the Company’s shareholders vote in favor of the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions, at the extraordinary general meeting, and (g) determined that the Merger Agreement and the other transactions on the terms set out in the Merger Agreement and the Equity Commitment Letters (as defined below) (the “Transaction Documents”) are compliant with the articles of association of the Company.

The Board considered and relied upon the analyses and the recommendation of the Special Committee (which analyses and recommendation were adopted by the Board) as set forth in the section above entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board” in arriving at this determination and recommendation. In considering the Special Committee’s analyses and recommendation, the Board reviewed and discussed information with respect to the Company’s financial condition, results of operations, businesses, competitive position and business strategy, on a historical and prospective basis, as well as current industry, economic and market conditions and trends, and discussed the Special Committee’s recommendation with the representatives of the Special Committee and the independent financial advisor and legal counsel of the Special Committee. The following are the material factors that supported the Board’s determination and recommendation, in addition to the factors set forth in the section above entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board”:

•

Special Committee Recommendation.   The Board considered and relied upon the analyses and the recommendation of the Special Committee (which analyses and recommendation were adopted by the Board) as set forth in the section above entitled “Special Factors — Reasons for the Merger and Recommendation of the Special Committee and the Board.”

•

Procedural Safeguards.   The Board considered the following procedural safeguards implemented in an effort to ensure the fairness of the Merger and the transactions contemplated by the Merger Agreement to permit the Special Committee to represent the interests of the holders of Shares (other than the holders of Excluded Shares):

◦

the Special Committee consists solely of directors of the Company who are independent directors not affiliated with the Bidder Group members and who are not officers or employees of the Company, and who are independent and disinterested with respect to the Merger and the other transactions contemplated by the Merger Agreement, and the Special Committee was advised by an independent legal counsel and an independent financial advisor in its review, evaluation and negotiation of the Merger and the other transactions contemplated by the Merger Agreement; and

◦

the resolutions of the Board forming the Special Committee and authorizing the Special Committee to oversee matters relating to a potential transaction with the Sponsors and any

53

alternatives thereto, including, without limitation, (i) evaluating any proposal from the Sponsors with respect to a potential transaction and any alternatives thereto in order to make a recommendation to the Board as to whether the Company should seek to engage in the potential transaction with the Sponsors and (ii) if determined that the Company should seek to engage in the potential transaction with the Sponsors, developing, assessing and negotiating the terms of the potential transaction with the Sponsors and making a recommendation to the Board as to whether the Company should enter into such potential transaction, and the fact that the Board was not permitted to approve any transaction with the Sponsors without a prior favorable recommendation by the Special Committee.

•

Special Committee’s Negotiations.   The Board considered the Special Committee’s negotiations with the Sponsors, and the fact that, during the course of such negotiations, the Sponsors raised the value of the Per Share Merger Consideration offered multiple times, from $11.00 to $14.00 (representing a total increase of approximately 27% relative to $11.00), which the Sponsors indicated was their best and final offer and which the Special Committee believed, after such negotiations with the Sponsors and their representatives, was the highest price per share obtainable from the Sponsors for the Shares (other than the Excluded Shares).

•

Special Committee’s Process.   The Board considered the fact that the Special Committee held more than 40 meetings with its independent financial advisor and legal counsel to discuss and evaluate the transaction, other alternatives to the transaction and other matters related thereto, and was advised by an internationally recognized independent financial advisor and an internationally recognized independent legal counsel, and that each member of the Special Committee was actively engaged in the process on a continuous and regular basis.

•

Loss of Opportunity.   The Board considered the timing of the Merger and the risk that if the Company does not accept the Sponsors’ offer now, it may not have another opportunity to do so or to pursue an opportunity offering the same or better value and certainty to the Company’s shareholders in the future, and that the short-term market price for the Shares could fall below the value of the Per Share Merger Consideration, and possibly substantially below the value of the Per Share Merger Consideration.

In considering the recommendations of the Special Committee and the Board (acting upon the recommendation of the Special Committee), the Company’s shareholders should be aware that certain of the Company’s directors and executive officers, as well as certain Rollover Shareholders, may have interests with respect to the contemplated transactions that may be in addition to, or that may be different from, the interests of the other shareholders generally, as described in the section entitled “Special Factors — Interests of Certain Persons in the Merger.” The members of the Special Committee and the Board were aware of these interests and considered them, among others, in reaching their determinations to adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement, and to make their recommendations to the Board and the Company’s shareholders, as applicable. The Interested Directors abstained from the Board vote with respect to the above recommendations of the Special Committee and the Board (acting upon the recommendation of the Special Committee).

Position of the Bidder Group as to the Fairness of the Merger

Under the U.S. Securities and Exchange Commission’s (the “SEC”) rules governing going-private transactions, each member of the Bidder Group is required to express their belief as to the fairness of the Merger to the Unaffiliated Security Holders.

Each member of the Bidder Group is making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The views of the members of the Bidder Group as to the fairness of the Merger are not intended to be and should not be construed as a recommendation to any shareholder as to how that shareholder should vote on the proposal to authorize and approve (as applicable) the Merger Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger. Members of the Bidder Group have interests in the Merger that are different from, and/or in addition to, those of the other shareholders of the Company by virtue of their continuing interests in the Surviving Company after the completion of the Merger. These

54

interests are described under the section entitled “— Interests of Certain Persons in the Merger — Interests of the Participants” beginning on page 83.

The members of the Bidder Group believe that the interests of the Unaffiliated Security Holders were represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement with the assistance of its independent legal and financial advisors. The Bidder Group did not participate in the deliberations of the Special Committee regarding, and did not receive any advice from the Special Committee’s independent legal or financial advisors as to, the fairness of the Merger to the Unaffiliated Security Holders. Furthermore, the Bidder Group did not itself undertake a formal evaluation of the fairness of the Merger. No financial advisor provided the Bidder Group with any analysis or opinion with respect to the fairness of the Per Share Merger Consideration to the Unaffiliated Security Holders.

Based on their knowledge and analysis of available information regarding the Company, as well as discussions with the Company’s senior management regarding the Company and its business and the factors considered by, and findings of, the Special Committee and the Board discussed under the section entitled “— Reasons for the Merger and Recommendation of the Special Committee and the Board” beginning on page 46, the Bidder Group believes that the Merger is substantively fair to Unaffiliated Security Holders based on, among other things, the following factors, which are not listed in any relative order of importance:

•

the Per Share Merger Consideration of $14.00 represents a 55% premium to the closing price of $9.04 per Class A Share as quoted by Nasdaq on November 30, 2022, the last trading day immediately prior to the disclosure of the Original Proposal, and a premium of approximately 38% to the volume-weighted average closing price of the Class A Shares during the last 30 calendar days prior to and including November 30, 2022;

•

the Company’s Shares traded as low as $7.99 per Share during the 52-week period prior to the receipt of the Original Proposal;

•

the representatives of the Special Committee are not officers or employees of the Company, are not affiliated with any Participant and do not have any interests in the Merger different from, or in addition to, those of the Unaffiliated Security Holders, other than the members’ receipt of Board compensation, and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreement entered into with the Company and the Merger Agreement;

•

notwithstanding that the Bidder Group may not rely upon the opinion provided by Evercore U.S. to the Special Committee, the Special Committee received an opinion from Evercore U.S. stating that, as of August 10, 2023, and based upon and subject to the assumptions, limitations, qualifications and conditions set forth in Evercore U.S.’s opinion, the Per Share Merger Consideration to be received by the holders of Class A Shares (other than the holders of the Excluded Shares and the Dissenting Shares) in the Merger was fair, from a financial point of view, to such holders;

•

the Special Committee and, upon the unanimous recommendation of the Special Committee, the Board determined that (i) the Per Share Merger Consideration constitutes at least (and may exceed) fair value for each Share (other than the Excluded Shares) under Cayman Islands laws, and (ii) the terms of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions are in the best interests of the Unaffiliated Security Holders;

•

the Company has the ability, under certain circumstances, to seek specific performance to prevent breaches of the Merger Agreement and to specifically enforce the terms of the Merger Agreement;

•

the Merger is not conditioned on any financing being obtained by Parent or Merger Sub, thus increasing the likelihood that the Merger will be consummated and the Per Share Merger Consideration will be paid to the Unaffiliated Security Holders;

•

the Bidder Group’s belief that the likelihood of completing the Merger, which would result in the payment of the Per Share Merger Consideration to the Unaffiliated Security Holders, is high, particularly in light of (i) the fact that the members of the Bidder Group have agreed to vote all of their Shares in favor of the proposal to authorize and approve the Merger Agreement and the Plan of

55

Merger, the Merger and the other Transactions and (ii) the likelihood of obtaining required regulatory approvals, including the commitment of Parent and Merger Sub to take promptly any and all steps necessary or reasonable to obtain such approvals except for any steps with respect to Parent, Merger Sub or their respective affiliates (other than the Company and its subsidiaries after the Closing);

•

the consideration to be paid to the Unaffiliated Security Holders in the Merger is all cash, allowing the Unaffiliated Security Holders to immediately realize a certain and fair value for all of their Shares, without incurring brokerage and other costs typically associated with market sales;

•

the fact that the Company faced potential risks by continuing to have publicly traded common stock, including the risks of market volatility along with the compliance costs and obligations imposed on the Company as a result of having publicly traded common stock; and

•

the potential adverse effects on the Company’s business, financial condition and results of operations caused by macroeconomic challenges in Brazil and globally and challenges in the macroeconomic environment.

The Bidder Group did not consider the liquidation value of the Company because the Bidder Group considers the Company to be a viable going concern and view the trading history of the Shares as an indication of the Company’s going concern value, and, accordingly, did not believe liquidation value to be relevant to a determination as to the fairness of the Merger.

The Bidder Group did not consider net book value, which is an accounting concept, as a factor because it believes that net book value is not a material indicator of the value of the Company as a going concern but rather is indicative of historical costs and therefore not a relevant measure in the determination as to the fairness of the Merger. The Bidder Group notes, however, that the Per Share Merger Consideration of $14.00 is substantially higher than the net book value per Share as of March 31, 2023 of $8.18 (based on 66,213,337 issued and outstanding Shares as of that date). See “Where You Can Find More Information” beginning on page 139 for a description of how to obtain a copy of the Company’s annual report.

The Bidder Group did not establish, and did not consider, a going concern value for the Company as a public company to determine the fairness of the Merger consideration to Unaffiliated Security Holders because, following the Merger, the Company will have a significantly different capital structure than prior to the Merger. However, to the extent the pre-Merger going concern value was reflected in the pre-announcement price of the Company’s Class A Share, the Per Share Merger Consideration of $14.00 represents a premium to the going concern value of the Company.

The Bidder Group is not aware of, and thus did not consider, any offers or proposals made by any unaffiliated person during the past two years for (i) a merger or consolidation of the Company with another company, (ii) the sale or transfer of all or substantially all of the Company’s assets or (iii) the purchase of all or a substantial portion of the Shares that would enable such person to exercise control of or significant influence over the Company.

The Bidder Group did not perform or receive any independent reports, opinions or appraisals from any third party related to the Merger, and thus did not consider any such reports, opinions or appraisals in determining the substantive and procedural fairness of the Merger to Unaffiliated Security Holders.

The Bidder Group believes that the Merger is procedurally fair to the Unaffiliated Security Holders based on the following factors, which are not listed in any relative order of importance:

•

the consideration and negotiation of the Merger Agreement were conducted entirely under the control and supervision of the Special Committee, which consists entirely of independent directors, as such term is defined in Nasdaq Stock Market Rule 5605(a)(2), each of whom is an outside, nonemployee director, is not affiliated with any member of the Bidder Group and was not designated or appointed to the Board by any such persons, and that no limitations were placed on the Special Committee’s authority;

•

in considering the transaction with the Bidder Group, the Special Committee acted solely to represent the interests of the Unaffiliated Security Holders, and the Special Committee had independent control of the extensive negotiations with the members of the Bidder Group and their respective advisors on behalf of the Unaffiliated Security Holders;

56

•

the Board determined that each member of the Special Committee is disinterested with respect to the Merger and the other transactions and all of the members of the Special Committee during the entire process were and are independent directors and free from any affiliation with any Participant; in addition, none of such Special Committee members is or ever was an officer or employee of the Company or any of its subsidiaries or affiliates and none of such directors has any financial interest in the Merger that is different from that of the Unaffiliated Security Holders other than the members’ receipt of Board compensation and Special Committee compensation (which are not contingent upon the completion of the Merger or the Special Committee’s or the Board’s recommendation and/or authorization and approval of the Merger) and their indemnification and liability insurance rights under their respective indemnification agreements entered into with the Company and under the Merger Agreement, which is further discussed under the section entitled “— Interests of Certain Persons in the Merger — Interests of the Company’s Executive Officers and Directors in the Merger” beginning on page 84;

•

the Special Committee retained independent financial advisors and U.S., Cayman Islands and Brazilian legal counsels to assist it in negotiations with the Sponsors and in its evaluation of the Merger and the other transactions contemplated by the Merger Agreement;

•

the Special Committee was empowered to consider, attend to and take any and all actions in connection with the written proposal from the Sponsors and in connection with the Transactions from the date the Special Committee was established, and the Board was not permitted to recommend or approve any potential transaction or submit or recommend a potential transaction to the shareholders of the Company without prior favorable recommendation of such potential transaction by the Special Committee;

•

the terms and conditions of the Merger Agreement were the product of extensive negotiations between the Special Committee and its advisors, on the one hand, and the Sponsors and their respective advisors, on the other hand;

•

the Special Committee was empowered to exercise the full power and authority of the Board in connection with the Merger and the other Transactions and related process;

•

since the announcement of the receipt of the Original Proposal on November 30, 2022 and prior to the execution of the Merger Agreement, no party other than the members of the Sponsors had submitted a proposal to acquire the Company;

•

representatives of Evercore had undertaken targeted outreach to a group of potentially interested third parties selected by the Special Committee, none of whom, after considering the opportunity for a transaction with the Company and discussing it with representatives of Evercore, had determined to submit a proposal for a transaction with the Company;

•

the Special Committee met regularly to consider and review the terms of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions;

•

the recognition by the Special Committee and the Board that it had no obligation to recommend the Merger or the other Transactions or any other proposal by the Sponsors or any other person;

•

the recognition by the Special Committee and the Board that, under the terms of the Merger Agreement and subject to the terms and conditions therein, it has the ability to respond to, furnish information and negotiate with respect to an unsolicited bona fide Alternative Acquisition Proposal that constitutes a Superior Proposal until the Company’s shareholders vote upon and authorize and approve (as applicable) the Merger Agreement and the Plan of Merger and the consummation of the Transactions;

•

the Bidder Group did not participate in the deliberative process of, or the conclusions reached by, the Special Committee or the negotiating positions of the Special Committee;

•

the Company’s ability, subject to compliance with the terms and conditions of the Merger Agreement, to terminate the Merger Agreement prior to the receipt of shareholder approval in order to enter into an agreement with respect to a Superior Proposal;

•

the Special Committee’s belief that the termination fee of $20,000,000 that could become payable by the Company pursuant to the Merger Agreement in the event the Merger Agreement is terminated

57

under certain circumstances described in the Merger Agreement is reasonable and would not likely deter third parties from making Alternative Acquisition Proposals that would be more favorable to the Company’s shareholders than the Merger;

•

the availability of dissenters’ rights to the Unaffiliated Security Holders who comply with all of the required procedures under the CICA for exercising dissenters’ rights, which allow such shareholders to receive the fair value of their Shares as determined by the Court;

•

the fact that, in certain circumstances under the terms of the Merger Agreement, the Special Committee and the Board are able to change, withhold, withdraw, qualify or modify their recommendation of the Merger; and

•

the fact that the Sponsors negotiated the amount of the Per Share Merger Consideration with the Special Committee and the Founders did not participate in such negotiations regarding price.

The foregoing is a summary of the information and factors considered and given weight by the Bidder Group in connection with its evaluation of the fairness of the Merger to the Unaffiliated Security Holders, which is not intended to be exhaustive, but is believed by the Bidder Group to include certain material factors considered by it. The Bidder Group did not find it practicable to assign, and did not assign, relative weights to the individual factors considered in reaching its conclusion as to the fairness of the Merger to the Unaffiliated Security Holders. Rather, its fairness determination was made after consideration of all of the foregoing factors as a whole.

The Bidder Group believes these factors provide a reasonable basis for its belief that the Merger is both substantively and procedurally fair to the Unaffiliated Security Holders. This belief, however, is not intended to be and should not be construed as a recommendation by the Bidder Group to any shareholder of the Company as to how such shareholder should vote with respect to the authorization and approval (as applicable) of the Merger Agreement and the Plan of Merger, the Merger and the other Transactions.

Certain Financial Projections

Other than guidance provided in earnings releases and on earnings conference calls for quarterly periods prior, the Company’s management does not, as a matter of course, make available to the public future financial projections. However, in connection with (a) the Special Committee’s evaluation of the Proposed Transaction and Evercore’s financial analysis of the consideration to be paid in the Merger, our management provided certain financial projections for the fiscal year ending December 31, 2023 through the fiscal year ending December 31, 2033 to Evercore, as the financial advisor to the Special Committee, in preliminary forms on February 14, 2023 (the “First Preliminary Projections”) and on February 23, 2023 (the “Second Preliminary Projections”), in preliminary form on April 12, 2023 (the “Preliminary Management Projections”), and in final form on May 24, 2023 (the “Management Projections,” and together with the First Preliminary Projections, the Second Preliminary Projections and the Preliminary Management Projections, the “Relevant Company Projections”), which were provided by the Company’s management in summary forms to the Special Committee, respectively, on February 22, 2023, February 27, 2023, April 21, 2023 and July 18, 2023, and (b) the due diligence review of the Company, our management provided the First Preliminary Projections and Preliminary Management Projections to the Bidder Group in March and April 2023, respectively. See “— Background of the Merger” beginning on page 25 for additional information. These financial projections, which were based on our management’s projection of our future financial performance as of the respective dates provided, were prepared by our management for internal use and, (i) with respect to the First Preliminary Projections, the Second Preliminary Projections and the Preliminary Management Projections, for use by Evercore in its preliminary financial analyses, and (ii) with respect to the Management Projections, for use by Evercore with the Special Committee’s authorization and at the Special Committee’s direction for purposes of preparing Evercore’s valuation analyses and Evercore U.S.’s fairness opinion provided to the Special Committee on August 10, 2023, and were not prepared with a view toward public disclosure or compliance with published guidelines of the SEC regarding forward-looking information or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts or International Financial Reporting Standards (“IFRS”).

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The financial projections included in the Relevant Company Projections are not a guarantee of performance. They involve significant risks, uncertainties and assumptions. In compiling the projections, the Company’s management took into account historical performance, combined with estimates regarding net revenues, gross profit, operating expenses, income from operations, net income, capital expenditures and related depreciation and amortization and changes in net working capital. Although the Relevant Company Projections are presented with numerical specificity, they were based on numerous assumptions and estimates as to future events made by our management that our management believed were reasonable at the time each of the Relevant Company Projections were prepared. This information is not, however, fact and should not be relied upon as being necessarily indicative of actual future results. In addition, factors such as industry performance, the market for our existing and new products and services, the competitive environment, expectations regarding future acquisitions or any other transaction and general business, economic, regulatory, market and financial conditions, all of which are difficult to predict and beyond the control of our management, may cause actual future results to differ materially from the results forecasted in these financial projections. In preparing the Relevant Company Projections, the Company’s management necessarily made certain assumptions about future financial factors affecting its business. The main assumptions underlying the Relevant Company Projections are:

•

the Company’s management will be able to successfully execute on its strategic initiatives and business plans;

•

schools continue to adopt online curriculums and solutions in conjunction with print material;

•

the ongoing adoption of Company solutions in new schools across Brazil;

•

the Company continues to maintain strong retention and implement moderate price increases with its existing schools, in line with historical trends;

•

the Company successfully executes on its cross-sell and bundling initiatives to drive penetration of the Company’s supplemental solutions within its existing schools, in addition to up-take by new schools;

•

INCO Limited (“Isaac”), a company acquired by the Company on January 3, 2023, is able to reach profitability in 2024 as revenue scales and the business benefits from operational synergies under the Company;

•

the increased adoption of Isaac’s solutions within the Company’s existing school network;

•

the Company’s management will be able to lower Isaac’s customer acquisition costs by leveraging the Company’s current sales and customer support teams to identify new leads, close sales and provide support to Isaac’s solutions;

•

there will be no major changes in existing political, legal, fiscal and economic conditions in Brazil;

•

there will be no material change in competition affecting the Company;

•

there will be no changes to relevant government policies and regulations relating to the Company’s corporate structure, business and industry; and

•

the Company’s effective tax rate will be in line with historical levels.

The Relevant Company Projections do not take into account any acquisitions of new businesses or assets, as management believed that the nature, timing and amount of any such acquisitions would be too difficult to predict. In addition, the Relevant Company Projections do not take into account any circumstances or events occurring after the date that they were prepared. For instance, the Relevant Company Projections were developed on a standalone basis without giving effect to the Merger, and therefore they do not give effect to the Merger or any changes to the Company’s operations or strategy that may be implemented after the consummation of the Merger, including cost synergies realized as a result of the Merger, or to any costs incurred in connection with the Merger. Furthermore, the Relevant Company Projections do not take into account the effect of any failure of the Merger to be completed and should not be viewed as accurate or continuing in that context. As a result, there can be no assurance that the projections will be realized, and actual results may be significantly different from those contained in the Relevant Company Projections.

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Neither our independent registered public accounting firm, Ernst & Young Auditores Independentes S.S. Ltda. (“EY”), nor any other independent accountants have examined, compiled or performed any procedures with respect to the Relevant Company Projections or any amounts derived therefrom or built thereupon and, accordingly, they have not expressed any opinion or given any form of assurance on the Relevant Company Projections or their achievability and therefore assume no responsibility for, and disclaim any association with, the financial projection information. The Report of the Independent Registered Public Accounting Firm issued by EY accompanying our audited consolidated financial statements included in the Company’s annual report on Form 20-F for the year ended December 31, 2022, incorporated by reference in this Proxy Statement refers exclusively to the Company’s historical information and does not cover any other information in this Proxy Statement and should not be read to do so. The financial projections included in this Proxy Statement are included solely to give shareholders access to certain information that was made available to the Special Committee, representatives of Evercore and the Bidder Group and are not included for the purpose of influencing any holders of Shares to make any investment decision with respect to the Merger, including whether or not to vote in favor of approval of the Merger Agreement or to elect not to seek appraisal for his, her or its Shares.

The following table summarizes the First Preliminary Projections, which were prepared by our management and (i) first reviewed by the Special Committee together with representatives of Evercore on February 22, 2023, and (ii) provided to the Bidder Group in March 2023:

​	First Preliminary Projections Fiscal Year Ending December 31,
​	2022A(1)		2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E		2031E		2032E		2033E
​	(in R$ millions, except percentages)
Revenue	​	1,929	​	2,436	​	3,009	​	3,658	​	4,419	​	5,249	​	6,084	​	6,997	​	8,034	​	9,016	​	9,914	​	10,698
% Growth	​	51%	​	26%	​	24%	​	22%	​	21%	​	19%	​	16%	​	15%	​	15%	​	12%	​	10%	​	8%
Adjusted EBITDA(2)(3)	​	539	​	736	​	971	​	1,245	​	1,542	​	1,884	​	2,237	​	2,613	​	3,052	​	3,426	​	3,767	​	4,065
% Margin(3)	​	28%	​	30%	​	32%	​	34%	​	35%	​	36%	​	37%	​	37%	​	38%	​	38%	​	38%	​	38%
Capital Expenditures	​	247	​	224	​	234	​	262	​	283	​	321	​	353	​	402	​	458	​	514	​	565	​	610
% of Revenue	​	13%	​	9%	​	8%	​	7%	​	6%	​	6%	​	6%	​	6%	​	6%	​	6%	​	6%	​	6%
Adjusted EBITDA – CapEx(3)	​	292	​	513	​	738	​	982	​	1,259	​	1,563	​	1,885	​	2,211	​	2,594	​	2,912	​	3,202	​	3,455
% Margin(3)	​	15%	​	21%	​	25%	​	27%	​	29%	​	30%	​	31%	​	32%	​	32%	​	32%	​	32%	​	32%
Unlevered Free Cash Flow	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​	​
NOPAT(3)(4)	N/A		​	271	​	427	​	587	​	660	​	805	​	969	​	1,142	​	1,342	​	1,970	​	2,166	​	2,337
(+) Depreciation and amortization	N/A		​	372	​	443	​	532	​	629	​	737	​	841	​	950	​	1,097	​	361	​	397	​	428
(-) Capital Expenditures	N/A		​	(224)	​	(234)	​	(262)	​	(283)	​	(321)	​	(353)	​	(402)	​	(458)	​	(514)	​	(565)	​	(610)
(-) Capital Allocation for Credit (Isaac)(5)	N/A		​	(27)	​	(60)	​	(102)	​	(64)	​	(35)	​	(87)	​	(109)	​	75	​	61	​	69	​	76
(-) Change in net working capital	N/A		​	(221)	​	(240)	​	(270)	​	(309)	​	(379)	​	(426)	​	(477)	​	(535)	​	(491)	​	(449)	​	(392)
Unlevered Free Cash Flow(3)(6)	N/A		​	172	​	337	​	484	​	634	​	807	​	944	​	1,104	​	1,521	​	1,386	​	1,617	​	1,839
% Conversion	N/A		​	23%	​	35%	​	39%	​	41%	​	43%	​	42%	​	42%	​	50%	​	40%	​	43%	​	45%

(1)

Financial figures and metrics for the year ending December 31, 2022, are unaudited, subject to change and illustratively include Isaac as if the Isaac acquisition had occurred on January 1, 2022.

(2)

Company management calculates Adjusted EBITDA as EBITDA (calculated as net income (loss) plus financial income (loss), depreciation and amortization expenses and income tax and social contribution) adjusted for stock-based compensation, one-time acquisitions expenses and other nonrecurring expenses.

60

(3)

Company management uses non-GAAP measures to evaluate the Company’s operational trends. These measures may not be comparable measurements to those used by other companies, and should not be relied upon as an alternative to IFRS measures.

(4)

NOPAT is calculated as net operating profit after tax.

(5)

Refers to cash outflow or inflow (as applicable) associated with Isaac, using or receiving (as applicable) capital to fund credit.

(6)

Unlevered Free Cash Flow is calculated as NOPAT plus depreciation and amortization, minus capital expenditures, minus capital allocation for credit (Isaac) minus change in net working capital. Illustratively treats all stock-based compensation as a cash expense.

The following table summarizes the Second Preliminary Projections which were prepared by our management and first reviewed by the Special Committee together with representatives of Evercore on February 27, 2023:

​	Second Preliminary Projections Fiscal Year Ending December 31,
​	2023E		2024E		2025E		2026E		2027E		2028E		2029E		2030E		2031E		2032E		2033E
​	(in R$ millions, except percentages)
Revenue	​	2,436	​	2,999	​	3,612	​	4,310	​	5,050	​	5,763	​	6,526	​	7,388	​	8,202	​	8,972	​	9,661
% Growth	​	26%	​	23%	​	20%	​	19%	​	17%	​	14%	​	13%	​	13%	​	11%	​	9%	​	8%
Adjusted EBITDA(1)(2)	​	736	​	950	​	1,208	​	1,498	​	1,821	​	2,122	​	2,433	​	2,784	​	3,117	​	3,409	​	3,671
% Margin(2)	​	30%	​	32%	​	33%	​	35%	​	36%	​	37%	​	37%	​	38%	​	38%	​	38%	​	38%
Adjusted EBITDA – CapEx(2)	​	513	​	716	​	949	​	1,222	​	1,510	​	1,782	​	2,050	​	2,352	​	2,649	​	2,898	​	3,120
% Margin(2)	​	21%	​	24%	​	26%	​	28%	​	30%	​	31%	​	31%	​	32%	​	32%	​	32%	​	32%

(1)

Company management calculates Adjusted EBITDA as EBITDA (calculated as net income (loss) plus financial income (loss), depreciation and amortization expenses and income tax and social contribution) adjusted for stock-based compensation, one-time acquisitions expenses and other nonrecurring expenses.

(2)

Company management uses non-GAAP measures to evaluate the Company’s operational trends. These measures may not be comparable measurements to those used by other companies, and should not be relied upon as an alternative to IFRS measures.

In preparing the Second Preliminary Projections summarized above that were provided to Evercore (as financial advisor to the Special Committee) on February 23, 2023, the Company’s management revised the First Preliminary Projections it previously provided to Evercore on February 14, 2023 to reflect, at the Special Committee’s request, (i) a risk-neutral case for the projections regarding the Isaac business of the Company, consistent with the projections for the Company’s core and supplemental businesses, and (ii) more conservative assumptions for Isaac’s future performance, taking into account the specific risks resulting from Isaac not being a mature operation, the potential for slower growth rates in the number of schools that adopt Isaac’s solutions and some margin pressure compared to the First Preliminary Projections. In addition, the Second Preliminary Projections also included revisions to the following based on management’s further analysis: (a) decrease in net revenues and gross profits, which were modified to reflect the Special Committee’s request for an illustrative sensitivity view regarding the Company’s ability to add new schools, resulting in approximately 30% lower total number of schools by the end of the projection period and lower revenue for the revenue guarantee and B2B credit products and (b) gross margins, which were slightly modified to reflect downward pressure resulting from higher direct costs associated with the Company’s credit products.

61

The following table summarizes the Preliminary Management Projections, which were prepared by our management and (i) first reviewed by the Special Committee together with representatives of Evercore on April 21, 2023, and (ii) provided to the Bidder Group in April 2023:

​

Preliminary Management Projections Fiscal Year Ending December 31,

​

2022A(1)

2023E

2024E

2025E

2026E

2027E

2028E

2029E

2030E

2031E

2032E

2033E

​

(in R$ millions, except percentages)

Revenue

​

1,929

​

2,408

​

2,964

​

3,570

​

4,280

​

5,070

​

5,912

​

6,807

​

7,805

​

8,757

​

9,640

​

10,396

% Growth

​

51%

​

25%

​

23%

​

20%

​

20%

​

18%

​

17%

​

15%

​

15%

​

12%

​

10%

​

8%

Adjusted EBITDA(2)(3)

​

537

​

729

​

934

​

1,152

​

1,457

​

1,779

​

2,133

​

2,467

​

2,840

​

3,197

​

3,526

​

3,811

% Margin

​

28%

​

30%

​

32%

​

32%

​

34%

​

35%

​

36%

​

36%

​

36%

​

37%

​

37%

​

37%

Capital Expenditures

​

201

​

228

​

244

​

260

​

277

​

319

​

363

​

409

​

461

​

499

​

531

​

554

% of Revenue

​

10%

​

9%

​

8%

​

7%

​

6%

​

6%

​

6%

​

6%

​

6%

​

6%

​

6%

​

5%

Adjusted EBITDA – Capital Expenditures(2)(3)

​

336

​

501

​

691

​

892

​

1,180

​

1,459

​

1,770

​

2,058

​

2,379

​

2,698

​

2,995

​

3,257

% Margin

​

17%

​

21%

​

23%

​

25%

​

28%

​

29%

​

30%

​

30%

​

30%

​

31%

​

31%

​

31%

Unlevered Free Cash Flow

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

NOPAT(4)

N/A

​

293