May 3, 2019

Virgilio Deloy Capobianco Gibbon
Chief Executive Officer
Afya Ltd
Alameda Oscar Niemeyer, No 119, Sala 504
Vila da Serra, Nova Lima, Minas Gerais
Brazil

       Re: Afya Ltd
           Draft Registration Statement on Form F-1
           Submitted April 8, 2019
           CIK No. 0001771007

Dear Mr. Gibbon:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
better
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form F-1

Cover Page

1.     You state that the holders of your Class B common shares (the Esteves
Family and
       Crescera) are entitled to preemptive rights in the event that additional
Class A common
       shares are issued, in order to maintain the Class B holders'
proportional ownership
       interest. Expand your disclosure throughout to discuss how this will
operate in practice.
       Clarify whether Class B holders will maintain control of all matters
requiring shareholder
       approval unless those shares are converted or otherwise disposed of.
 Virgilio Deloy Capobianco Gibbon
FirstName LastNameVirgilio Deloy Capobianco Gibbon
Afya Ltd
Comapany NameAfya Ltd
May 3, 2019
May 3, 2019 Page 2
Page 2
FirstName LastName
Prospectus Summary
Overview, page 1

2.       Provide the basis for your assertion that you are "the leading medical
education group in
         Brazil."
3.       To provide context, where you discuss your various product and service
offerings and net
         revenues, also disclose the percentage of your revenues derived from
each of monthly
         tuition fees, digital platform subscription fees, and fees charged to
third-party medical
         schools that use your digital medical residency preparatory products
and services.
4.       To provide context to your operating data, disclose the extent to
which increases are due
         to acquisitions versus organic growth.
5.       Where you present historical operating and other data as of December
31, 2018
         throughout the prospectus summary and elsewhere, confirm you are not
including the
         operations of companies you acquired after that date.
6.       We note your disclosure that two of the seven Mais Medicos program
awards are
         currently suspended. Briefly explain why.
Market Opportunity, page 2

7.       Provide the basis for your assertion that the total addressable market
for the medical
         career segment in Brazil was R$16.4 billion as of December 31, 2018,
particularly with
         regard to the calculation per lifelong medical learner. Also briefly
expand your discussion
         of the macroeconomic factors you believe will result in overall growth
of the medical
         education market in Brazil.
8.       You disclose growth rates for private healthcare spending and public
healthcare spending
         in Brazil from 2010 to 2015. Disclose whether these trends have
continued since 2015.
Our Competitive Strengths
High quality standards, page 7

9.       It is unclear why you are comparing the Net Promoter Scores of medical
students of your
         predecessor in years past with undated Net Promoter Scores of Harvard
University and the
         Wharton School. Explain why this information is relevant and
comparable.
Extensive M&A track record, page 8

10.      We note your disclosure of your capabilities and track record of
integrating acquisitions.
         We also note that you are still in the process of implementing certain
measures aimed to
         improve the profitability of your recent acquisitions, and that you
have limited operating
         history as a consolidated company. Please qualify your disclosure of
your track record
         and acquisitions to highlight that the integration of these
recently-acquired entities is
 Virgilio Deloy Capobianco Gibbon
Afya Ltd
May 3, 2019
Page 3
         ongoing. Also highlight that your previous acquisitions and status as
a new consolidated
         company entails a number of challenges, such as effectively
integrating and managing a
         growing number of campuses. Describe with greater specificity the
integration model you
         refer to.
Our Corporate Reorganization, page 10

11.      Explain why Crescera will make an additional contribution of its 15%
interest in UEPC to
         your share capital in the second quarter of 2019 as part of the
restructuring.
Our Corporate Structure, page 10

12.      Revise your corporate organizational chart depicting your structure
post-reorganization
         and post-offering to reflect both the economic ownership and
respective voting control
         percentages of your existing shareholders, the minority shareholders
and public
         shareholders. Replace your reference to "Free Float" with a reference
to public
         shareholders. Lastly, ensure that your chart is readable, as the lower
levels of the
         organization are currently illegible.
Risk Factors
Any increase in the attrition rates of students in our education programs may
adversely affect our
results of operations, page 29

13.      To provide context, provide your historical attrition rates and any
projected attrition rates.
Unfavorable decisions in our legal, arbitration or administrative proceedings
may adversely
affect us, page 34

14.      We note your disclosure of the public civil proceedings involving your
chairman and one
         of your controlling shareholders. You state that penalties may be
imposed, including a
         five year prohibition on him or any legal entity under his control
transacting with public
         entities or being granted tax incentives/benefits, including Afya.
Expand your discussion
         of these risks to quantify the potential adverse affect to your
results of operations should
         such a penalty be imposed.
We may be adversely affected if the government changes its investment strategy
in education,
page 37

15.    Disclose whether management is aware of any pending policy changes or
proposed
FirstName LastNameVirgilio Deloy Capobianco Gibbon in the education sector.
Clarify
       legislation affecting the level of public investment
Comapany NameAfya institutions have any competitive advantages over you in the
admissions
       whether public Ltd
May 3,process, such as perceived prestige or financial incentives.
        2019 Page 3
FirstName LastName
 Virgilio Deloy Capobianco Gibbon
FirstName LastNameVirgilio Deloy Capobianco Gibbon
Afya Ltd
Comapany NameAfya Ltd
May 3, 2019
May 3, 2019 Page 4
Page 4
FirstName LastName
The Esteves Family and Crescera, our largest group of shareholders...will
control all matters
requiring shareholder approval, page 45

16.      State whether the combined voting control of the Esteves Family and
Crescera implicates
         any stock exchange listing rule. Also clarify whether the Esteves
Family and Crescera
         may unilaterally amend your corporate governance and organizational
documents.
We are a Cayman Islands exempted company with limited liability. The rights of
our
shareholders..., page 48

17.      Revise your disclosure under this risk factor header to address
fiduciary duties owed by a
         controlling shareholder to a company and its shareholders under Cayman
Islands law.
         Discuss how the fiduciary duties owed by a controlling shareholder may
differ under
         Cayman Islands law from U.S. corporate law and how that might affect
the ability of your
         shareholders or the Company to protect their respective interests.
Corporate Events, page 56

18.      Please revise to clarify if you expect to renegotiate the guarantees
between BR Health and
         the Esteves Family in conjunction with this offering.
Market Share and Other Information, page 58

19.      We note that you commissioned a report by Accenture that you reference
throughout your
         disclosure. Please file a consent from Accenture.
Non-GAAP Financial Measures, page 70

20.      We note your disclosures on page 58. Please revise to more clearly
explain the usefulness
         of your Operating Cash Conversion Ratio measure and what it tells
investors about your
         business. Please refer to Item 10(e)(1)(i)(C) of Regulation S-K.
Combined Tuition Fees, page 73

21.      You disclose on page 74 that combined tuition fees is the sum equal to
the total tuition
         fees charged to students, as recorded in internal accounting records.
Please tell us and
         revise to address the following:
           Why management presents this measure and how it provides useful
information to
             investors since it is not based entirely on your operating
history;
           Explain what is meant by "internal accounting records" and describe
how they relate
             to systems and records used to prepare your IFRS financial
statements;
           Tell us why you believe it is appropriate to include CCSI in this
metric despite having
             excluded this entity from your Pro Forma Condensed Consolidated
Statement of
             Income on page 76; and
           Clarify the basis on which combined tuition fees are presented and
how this metric
 Virgilio Deloy Capobianco Gibbon
FirstName LastNameVirgilio Deloy Capobianco Gibbon
Afya Ltd
Comapany NameAfya Ltd
May 3, 2019
May 3, 2019 Page 5
Page 5
FirstName LastName
             differs from pro forma revenue. For example, it is unclear if the
metric reflects gross
             tuition fees billed, is presented net of scholarship and other
discounts or is presented
             on some other basis.

Reconciliation between Pro Forma Adjusted EBITDA and Pro Forma Net Income, page
73

22.      Please revise your column titled "pro forma adjustments" to include a
footnote that cross-
         references to the explanation of these adjustments on page 76. Clarify
if the amounts
         shown in the table are presented in thousands of reais. Please make
similar revisions to
         your table on page 92.
Selected Financial and Other Information
Operating Data (Historical), page 73

23.      Please revise the table on page 73 to exclude the number of Medcel
preparatory courses as
         of December 31, 2018 and 2017. As noted in your disclosure, you did
not acquire Medcel
         until March 2019. Therefore, inclusion of historical operating data
for periods prior to
         acquisition could be misleading to investors.
Unaudited Pro Forma Condensed Consolidated Financial Information, page 75

24.      Please revise your table on page 76 to include separate columns
demonstrating the impact
         (if any) of the additional 15% interest in UEPC to be acquired in
April 2019 as well as
         the contribution of Afya Brazil to Afya as described on page 64.
25.      We note in Note 1 the merger on March 29, 2019, in connection with the
corporate
         reorganization, and the consummated and pending business combinations
disclosed under
         Subsequent Events in Note 23. Pursuant to Article 11 of Regulation
S-X, please provide a
         pro forma balance sheet as of your most recent historic balance sheet
date, to give effect to
         the reorganization and the related mergers, if significant, and all
consummated and
         probable significant business combinations since December 31, 2018 and
advise us.
26.      Please expand your pro forma income statement to give effect to the
entities merged in the
         corporate reorganization and all consummated and probable significant
business
         combinations since December 31, 2018, and advise us.
Notes to Unaudited Pro Forma Condensed Consolidated Statement of Income, page
77

27.      Please revise your footnotes to more clearly explain the specific
assumptions involved for
         each pro forma adjustment. Please refer to Rule 11-02 of Regulation
S-X and also revise
         to specifically address the following:
           Pro forma adjustments should be presented gross on the face of the
pro forma
             statements with a more detailed explanation of the components of
the adjustments
             presented in the notes;
           Clarify how you have treated direct, incremental costs associated
with each of your
 Virgilio Deloy Capobianco Gibbon
FirstName LastNameVirgilio Deloy Capobianco Gibbon
Afya Ltd
Comapany NameAfya Ltd
May 3, 2019
Page 6
May 3, 2019 Page 6
FirstName LastName
             acquisitions for purposes of these pro forma financial statements;
             Provide a schedule showing the calculation of the purchase price
of each acquisition
             (including the value assigned to non-cash portions);
             Disclose the expected useful lives or amortization periods of
significant assets
             acquired, including identified intangibles; and
             Tax effects should be calculated with reference to the statutory
rate in effect during the
             periods for which pro forma statements are presented.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 78

28.      You disclose that two of your new undergraduate campus awards under
the "Mais
         Medicos" program are currently suspended. Please revise your MD&A
either here or
         elsewhere to more fully describe the potential impact that the
suspension could have on
         your business, including but not limited to your growth prospects,
future liquidity and
         results from operations. Refer to Item 303(a) of Regulation S-K.
Key Business Metrics
Medical School Regulatory Capacity and Capacity at Maturation, page 80

29.      Explain what the Capacity at Maturation metric is designed to show,
why your medical
         schools have a six year maturation cycle and what a maturation cycle
represents. Explain
         how medical school regulatory capacity and capacity at maturation
provide visibility into
         your medical school enrollments contracted growth.
Liquidity and Capital Resources, page 92

30.      You disclose on page F-57 that you entered into agreements to purchase
FASA and
         IPEMED during 2019. You also disclose page 62 that you intend to use
proceeds from
         this offering to fund future acquisitions. Please revise your MD&A to
explain how your
         liquidity and capital resources are likely to be affected by the FASA
and
         IPEMED acquisitions. Please also disclose the extent to which you need
the proceeds
         from this offering to close on those transactions. Please refer to
Item 303(a)(1) of
         Regulation S-K.
Business
Our Competition, page 130

31.      In the table on page 130 and on page 131, you disclose that you had
1,167 medical seats
         as of December 31, 2018. This is not consistent with disclosures
elsewhere in the filing
         (including on the bottom of page 1) that indicate you had 917 medical
school seats as of
         December 31, 2018. Please revise accordingly, noting that medical
seats related to
         acquisitions completed after December 31, 2018 should be excluded from
this figure.
         Please also clarify how the number of medical school seats correlates
to the number of
         undergraduate medical degree students.
 Virgilio Deloy Capobianco Gibbon
FirstName LastNameVirgilio Deloy Capobianco Gibbon
Afya Ltd
Comapany NameAfya Ltd
May 3, 2019
May 3, 2019 Page 7
Page 7
FirstName LastName
Our Lifelong Medical Learner Clients, page 133

32.      Supplementally provide us with consents for the individuals quoted in
your testimonials
         section. In addition, please disclose whether any of these individuals
were compensated
         for their testimonials.
Audited Consolidated Financial Statements - NRE Participa  es S.A.
1 Corporate Information, page F-8

33.      Please clarify if you consider your merger with BR Health and Guardaya
to be a common
         control transaction as described in paragraphs 2(c) and B1-B4 of IFRS
3. If so, with
         respect to each entity, please identify for us the controlling party
and explain the basis for
         their control.

2 Significant Accounting Policies
q) Revenue from Contracts with Customers, page F-22

34.      We note from your disclosures on page 127 that you offer a variety of
education products
         and services including medical schools, preparatory courses, graduate
courses, allied
         health programs and other programs. Please revise to disclose the
nature of the specific
         goods and services that you consider separate performance obligations,
including (if
         applicable) any licenses which may be granted in connection with
preparatory courses.
         Please also describe the judgements used in determining both the
timing of satisfaction
         and amounts allocated to each performance obligation. Refer to
paragraphs 119, 124-125
         and B52-B56 of IFRS 15.
35.      Please revise to address the following:
           Disclose what advances from customers represent and where they are
classified in
            your statement of financial position;
           Disclose how the timing of satisfaction of performance obligations
relates to the
            typical timing of payment and the effect that those factors have on
the contract asset
            and contract liability balances;
           Clarify when control over your performance obligations is
transferred to your
            customers and the pattern of revenue recognition associated with
advances from
            customers; and
           Provide the disclosures required by paragraph 116 of IFRS 15.
4 Business Combinations, page F-29

36.      Please tell us how you determined that the acquisitions of IPTAN and
IESVAP were not
         common control transactions. Refer to paragraphs 2(c) and B1-B4 of
IFRS
         3. Additionally, please tell us if the terms of this related party
arrangement are equivalent
         to those that prevail in arms length transactions. If so, please refer
to paragraph 23 of IAS
         24 and revise your filing accordingly.
 Virgilio Deloy Capobianco Gibbon
Afya Ltd
May 3, 2019
Page 8
16. Earnings per share, page F-52

37.      Please disclose, in quantified detail, your calculations of the
weighted average number of
         outstanding shares used in your calculations of earnings per share.
17 Revenue, page F-53

38.      We note that elsewhere in the filing you disclose metrics related to
tuition fees by type of
         product and/or service (for example, medical school programs,
undergraduate health
         sciences programs and other undergraduate programs). Please tell us
how you considered
         providing disaggregated net revenue disclosures for those same
categories. Please refer to
         paragraph 114 of IFRS 15.
23 Subsequent Events, page F-57

39.      To the extent applicable, please revise your discussion of the FASA
and IPEMED
         acquisitions to provide the disclosures required by paragraphs 59-63
of IFRS 3.
40.      Please tell us how you considered the need for historical financial
statements and pro
         forma information for IPEMED. Please refer to Rule 3-05 of Regulation
S-X.
General

41.      Please supplementally provide us with copies of all written
communications, as defined in
         Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
         present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
         not they retain copies of the communications.
        You may contact Lisa Etheredge, Staff Accountant at (202) 551-3424 or
Robert S.
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Joshua
Shainess, Attorney-Adviser, at (202) 551-7951 or Kathleen Krebs, Special
Counsel, at (202)
551-3350 with any other questions.



FirstName LastNameVirgilio Deloy Capobianco Gibbon             Sincerely,
Comapany NameAfya Ltd
                                                               Division of
Corporation Finance
May 3, 2019 Page 8                                             Office of
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