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                                July 2, 2020

       M  rio Ghio Junior
       Chief Executive Officer
       Vasta Platform Ltd.
       Av. Paulista, 901, 5th Floor
       Bela Vista, S  o Paulo     SP, 01310-100, Brazil

                                                        Re: Vasta Platform Ltd
                                                            Amendment No. 1 to
Draft Registration Statement on Form F-1
                                                            Submitted June 11,
2020
                                                            CIK No. 0001792829

       Dear Mr. Junior:

             We have reviewed your amended 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.

       Confidential Form F-1 filed June 11, 2020

       Our Corporate Structure, page 12

   1.                                                   We note your response
to prior comment 11 and your revised chart on page 13. Please
                                                        explain to us what the
box entitled "free float" represents and provide additional
                                                        disclosure so that an
investor can appreciate how an investment in this Offering is
                                                        depicted. In this
regard, it is not clear why the "free float" represents ownership interests
                                                        in Vasta as well as EDE
and Saber.
 M  rio Ghio Junior
FirstName   LastNameM  rio  Ghio Junior
Vasta Platform  Ltd.
Comapany
July 2, 2020NameVasta Platform Ltd.
July 2,2 2020 Page 2
Page
FirstName LastName
Summary Financial and Other Information, page 21

2.       We note your response to comment 2 and your revisions under "ACV
Bookings." Please
         further revise to disclose any risks associated with the amount you
have disclosed for your
         2020 sales cycle and why you refer to them as "preliminary result(s)."
Elaborate to
         acknowledge any assumptions or conditions that could cause any of
these contracted
         amounts to change before revenue is recognized, such as cancellations
or possible
         adjustments to contract terms.
Risk Factors
"We could be adversely affected if we are unable to renegotiate collective
labor agreements with
the unions...", page 46

3.       In this Risk Factor, you discuss salaries and wages as a percentage of
total expenses in the
         context of potential increases due to labor negotiations. While this
may be an appropriate
         metric to highlight, you have included as part of this discussion the
combined Predecessor
         and Successor periods spanning January 1, 2018 through December 31,
2018. Please
         revise this Risk Factor to separately discuss the Predecessor period
January 1, 2018
         through October 10, 2018 and the Successor period October 11, 2018
through December
         31, 2018.
Capitalization, page 70

4.       Please revise your narrative description to specifically state the
details of the Contribution,
         not merely a cross-reference to disclosure elsewhere in the filing.
5.       Please further revise your tabular presentation to include rows for
each class of share
         capital showing the number of shares authorized and reflecting the
issuance of both the
         Series A and B Common Shares.
Reconciliation of our Adjusted EBITDA to Net Profit (Loss) for the Period /
Year, page 76

6.       Refer to our previous comment 26. As previously requested, please
revise your headers in
         the "Successor" time periods to properly align 2019 and 2018 time
periods. Currently
         2019 figures in Brazilian Real is headed under the "Successor" period
in 2018. Please note
         this change is needed in both the EBITDA reconciliation table and the
Adjusted EBITDA
         reconciliation table.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Unaudited Supplemental Condensed Pro Forma Financial Information For The Year
Ended
December 31, 2018, page 101

7.       You state in the first paragraph that this section is intended to
provide pro forma results of
         operations as if the Acquisition described elsewhere in the document
had occurred on
         January 1, 2019. It appears this date should be January 1, 2018.
Please revise.
 M  rio Ghio Junior
Vasta Platform Ltd.
July 2, 2020
Page 3

       You may contact Amy Geddes at 202-551-3304 or Donna Di Silvio at
202-551-3202 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other
questions.



FirstName LastNameM  rio Ghio Junior                        Sincerely,
Comapany NameVasta Platform Ltd.
                                                           Division of
Corporation Finance
July 2, 2020 Page 3                                        Office of Trade &
Services
FirstName LastName