As filed with the U.S. Securities and Exchange Commission on April 29, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 FOR
DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS
COGNA EDUCAÇÃO S.A.
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer’s name into English)
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
383 Madison Avenue, Floor 11
New York, New
York 10179
Telephone: +1-800- 990-1135
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
Telephone: +1-302-738-6680
(Address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
JPMorgan Chase Bank, N.A. New York, New York 10179 Telephone: +1-800-990-1135
|
Scott R. Saks, Esq. Norton Rose Fulbright US LLP 1301 Avenue of the Americas New York, New York 10019-6022 Telephone: +1-212-318-3151 |
It is proposed that this filing become effective under Rule 466
¨ immediately upon filing
¨ on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Amount to be |
Proposed
Maximum Aggregate Price Per Unit (1) |
Proposed Maximum Aggregate
Offering |
Amount of Registration Fee |
| American Depositary Shares, evidenced by American Depositary Receipts, each American Depositary Share representing one (1) common share of Cogna Educação S.A. | 50,000,000 American Depositary Shares |
$0.05 | $2,500,000 | $369.00 |
| (1) | Each unit represents one American Depositary Share. | |
| (2) | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares. |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the form of the Amended and Restated Deposit Agreement filed as Exhibit (a) to this Registration Statement on Form F-6, which is incorporated herein by reference.
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
CROSS REFERENCE SHEET
Item Number and Caption |
Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
| (1) | Name and address of Depositary | Introductory paragraph and bottom of face of American Depositary Receipt | ||
| (2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||
| Terms of Deposit: | ||||
| (i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||
| (ii) | Procedure for voting, if any, the deposited securities | Paragraphs (6), (11) and (12) | ||
| (iii) | Procedure for collecting and distributing dividends | Paragraphs (4), (5), (7), (10), (11), (13) and (21) | ||
| (iv) | Procedures for transmitting notices, reports and proxy soliciting material | Paragraphs (3), (8), (11) and (12) | ||
| (v) | Sale or exercise of rights | Paragraphs (4), (5), (7) and (10) | ||
| (vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Paragraphs (3), (4), (5), (7), (10), (11), (13) and (21) | ||
| (vii) | Amendment, extension or termination of the Deposit Agreement | Paragraphs (15), (16) and (17) | ||
| (viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of holders of ADRs | Paragraph (3) | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities | Paragraphs (1), (2), (4), (5) and (6) | ||
| (x) | Limitation upon the liability of the Depositary | Paragraphs (14), (17), (19) and (20) | ||
| (3) | Fees and charges that a holder of ADRs may have to pay, either directly or indirectly | Paragraph (7) | ||
Item 2. AVAILABLE INFORMATION
Item Number and Caption |
Location
in Form of American Depositary Receipt Filed Herewith as Prospectus | |
Cogna Educação S.A. (the “Company”) publishes information in English required to maintain the exemption from registration under the Securities Exchange Act of 1934, as amended, afforded by Rule 12g3-2(b) promulgated thereunder on its Internet Website or through an electronic information delivery system generally available to the public in its primary trading market. As of the date hereof, the Company’s Internet Website is located at ri.cogna.com.br/en/. |
Paragraph (8) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
| (a) | Form of Deposit Agreement. Form of Amended and Restated Deposit Agreement among Cogna Educação S.A., JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder (as from time to time amended, the “Deposit Agreement”), including the Form of ADR attached as Exhibit A thereto. Filed herewith as Exhibit (a). |
| (b) | Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereby or the custody of the deposited securities represented thereby. Not Applicable. |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable. |
| (d) | Opinion of Norton Rose Fulbright US LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d). |
| (e) | Certification under Rule 466. Not Applicable. |
| (f) | Power of Attorney of certain officers and directors of the Company. Set forth on the signature pages hereto. |
Item 4. UNDERTAKINGS
| (a) | The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. |
| (b) | If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule. |
SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., acting solely in its capacity as depositary (the “Depositary”) on behalf of the legal entity created by the Amended and Restated Deposit Agreement (the “Deposit Agreement”) among Cogna Educação S.A., the Depositary and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on April 29, 2024.
| Legal entity created by the Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | ||||
| By: | JPMORGAN CHASE BANK, N.A., solely in its capacity as Depositary | |||
| By: | /s/ Lisa M. Hayes | |||
| Name: | Lisa M. Hayes | |||
| Title: | Vice President | |||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Cogna Educação S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in São Paulo, Brazil, on April 29, 2024.
| COGNA EDUCAÇÃO S.A. | |||
| By: | /s/ Roberto Valério Neto | ||
| Name: | Roberto Valério Neto | ||
| Title: | President | ||
| By: | /s/ Frederico da Cunha Villa | ||
| Name: | Frederico da Cunha Villa | ||
| Title: | Chief Financial Officer and Investor Relations Officer | ||
POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Frederico da Cunha Villa his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement and any and all related registration statements pursuant to Rule 462(b) of the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the capacities indicated on April 29, 2024.
SIGNATURES
| Signature | Title | |
| /s/ Roberto Valério Neto | Director President | |
| Roberto Valério Neto | (principal executive officer) | |
| /s/ Frederico da Cunha Villa | Chief Financial Officer and Investor Relations Officer | |
| Frederico da Cunha Villa | (principal financial and accounting officer) | |
| /s/ Juliana Rozenbaum Munemori | Independent Director | |
| Juliana Rozenbaum Munemori | ||
| /s/ Nicolau Ferreira Chacur | Vice President | |
| Nicolau Ferreira Chacur | ||
| /s/ Rodrigo Calvo Galindo | Board Chairman | |
| Rodrigo Calvo Galindo | ||
| /s/ Walfrido Silvino dos Mares Guia Neto | Board Member | |
| Walfrido Silvino dos Mares Guia Neto | ||
| /s/ Angela Regina Rodrigues de Paula Freitas | Director | |
| Angela Regina Rodrigues de Paula Freitas |
SIGNATURE OF AUTHORIZED U.S. REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Cogna Educação S.A. has signed this Registration Statement on Form F-6 in Newark, Delaware, on April 29, 2024.
| Authorized U.S. Representative | ||||
| By: | PUGLISI & ASSOCIATES | |||
| By: | /s/ Donald J. Puglisi | |||
| Name: | Donald J. Puglisi | |||
| Title: | Managing Director | |||
INDEX TO EXHIBITS