Filing Details
- Accession Number:
- 0000950142-21-003971
- Form Type:
- 13G Filing
- Publication Date:
- 2021-12-09 19:00:00
- Filed By:
- General Atlantic, L.p.
- Company:
- Arco Platform Ltd. (NASDAQ:ARCE)
- Filing Date:
- 2021-12-10
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| General Atlantic | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| GAP (Bermuda) | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic GenPar (Bermuda) | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic Partners (Bermuda) IV | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic Partners (Bermuda) EU | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic (SPV) GP (Bermuda) | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic (Lux) S. .r.l | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| GAP Coinvestments III | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| GAP Coinvestments IV | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| GAP Coinvestments V | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| GAP Coinvestments CDA | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic GenPar (Lux) SCSp | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic Partners (Lux) SCSp | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
| General Atlantic Arco (Bermuda) | 0 | 1,829,176 | 0 | 1,829,176 | 1,829,176 | 6.1% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
| Arco Platform Ltd. |
| (Name of Issuer) |
| Class A common shares, par value $0.00005 per share |
| (Title of Class of Securities) |
| G04553106 |
| (CUSIP Number) |
| November 30, 2021 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) | |
| ☒ | Rule 13d-1(c) | |
| ☐ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G04553106 | SCHEDULE 13G | Page 2 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 3 of 25 |
| 1 | NAME OF REPORTING PERSON
GAP (Bermuda) L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 4 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic GenPar (Bermuda), L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 5 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) IV, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 6 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Partners (Bermuda) EU, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 7 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic (SPV) GP (Bermuda), LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 8 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic (Lux) S.à.r.l. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
CO |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 9 of 25 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments III, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 10 of 25 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments IV, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 11 of 25 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments V, LLC | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
OO |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 12 of 25 |
| 1 | NAME OF REPORTING PERSON
GAP Coinvestments CDA, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 13 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic GenPar (Lux) SCSp | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 14 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Partners (Lux) SCSp | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 15 of 25 |
| 1 | NAME OF REPORTING PERSON
General Atlantic Arco (Bermuda) 2, L.P. | |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
| (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
| |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Bermuda |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 |
| 6 | SHARED VOTING POWER
1,829,176 | |
| 7 | SOLE DISPOSITIVE POWER
0 | |
| 8 | SHARED DISPOSITIVE POWER
1,829,176 |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,829,176 | |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
| ☐ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1% | |
| 12 | TYPE OF REPORTING PERSON
PN |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 16 of 25 |
| Item 1. | (a) | NAME OF ISSUER |
| Arco Platform Ltd. (the “Company”). | ||
| (b) | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES | |
| Rua Augusta 2840, 9th floor, suite 91, Consolação, São Paulo – SP, 01412-100, Brazil | ||
| Item 2. | (a) | NAMES OF PERSONS FILING |
This Statement is being filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
| (i) | General Atlantic, L.P. (“GA LP”) | |
| (ii) | GAP (Bermuda) L.P. (“GAP Bermuda LP”); | |
| (iii) | General Atlantic GenPar (Bermuda), L.P. (“GenPar Bermuda”); | |
| (iv) | General Atlantic Partners (Bermuda) IV, L.P. (“GAP Bermuda IV”); | |
| (v) | General Atlantic Partners (Bermuda) EU, L.P. (“GAP Bermuda EU”); | |
| (vi) | General Atlantic (SPV) GP (Bermuda), LLC (“GA SPV Bermuda”); | |
| (vii) | General Atlantic (Lux) S.à.r.l. (“GA Lux”); | |
| (viii)
(ix)
(x)
(xi) | GAP Coinvestments III, LLC (“GAPCO III”)
GAP Coinvestments IV, LLC (“GAPCO IV”)
GAP Coinvestments V, LLC (“GAPCO V”)
GAP Coinvestments CDA, L.P. (“GAPCO CDA”) | |
| (xii) | General Atlantic GenPar (Lux) SCSp (“GA GenPar Lux”); | |
|
(xiii)
(xiv) |
General Atlantic Partners (Lux), SCSp (“GAP Lux”);
General Atlantic Arco (Bermuda) 2, L.P. (“GA Arco”); |
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.”
| CUSIP No. G04553106 | SCHEDULE 13G | Page 17 of 25 |
| (b) | ADDRESS OR PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
The mailing address of GAP Bermuda LP, GenPar Bermuda, GAP Bermuda IV, GAP Bermuda EU, GA SPV Bermuda, and GA Arco is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The mailing address of GA Lux, GA GenPar Lux, and GAP Lux is Luxembourg is 412F, Route d’Esch, L-2086 Luxembourg. The mailing address 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.
| (c) | CITIZENSHIP |
| (i) | GA LP – Delaware | |
| (ii) | GAP (Bermuda) L.P. – Bermuda | |
| (iii) | GenPar Bermuda – Bermuda | |
| (iv) | GAP Bermuda IV – Bermuda | |
| (v) | GAP Bermuda EU – Bermuda | |
| (vi) | GA SPV Bermuda – Bermuda | |
| (vii) | GA Lux – Luxembourg | |
| (viii)
(ix)
(x)
(xi)
(xii) | GAPCO III – Delaware
GAPCO IV – Delaware
GAPCO V – Delaware
GAPCO CDA – Delaware
GA GenPar Lux – Luxembourg | |
| (xiii) | GAP Lux – Luxembourg | |
| (xiv) | GA Arco – Bermuda | |
| (d) | TITLE OF CLASS OF SECURITIES |
Class A common shares, par value $0.00005 per share (the “common shares”).
| (e) | CUSIP NUMBER |
G04553106.
| CUSIP No. G04553106 | SCHEDULE 13G | Page 18 of 25 |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS: |
Not applicable.
| Item 4. | OWNERSHIP. |
As of December 10, 2021, the Reporting Persons owned the following number of the Company’s common stock:
| (i) | GA LP owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (ii) | GAP Bermuda LP owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (iii) | GenPar Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (iv) | GAP Bermuda IV owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (v) | GAP Bermuda EU owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (vi) | GA SPV Bermuda owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (vii) | GA Lux owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (viii)
(ix)
(x)
(xi)
(xii) | GAPCO III owned of record no common shares or 0.0% of the issued and outstanding common shares
GAPCO IV owned of record no common shares or 0.0% of the issued and outstanding common shares
GAPCO V owned of record no common shares or 0.0% of the issued and outstanding common shares
GAPCO CDA owned of record no common shares or 0.0% of the issued and outstanding common shares
GA GenPar Lux owned of record no common shares or 0.0% of the issued and outstanding common shares | |
| (xiii)
(xiv) | GAP Lux owned of record no common shares or 0.0% of the issued and outstanding common shares
GA Arco owned of record 1,829,176 common shares or 6.1% of the issued and outstanding common shares |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 19 of 25 |
The GA Funds and the Sponsor Coinvestment Funds share beneficial ownership of the common shares held of record by GA Arco. 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, which is controlled by the Management Committee of GASC MGP, LLC (the “Management Committee”), is the general partner of GenPar Bermuda and the managing member of GA SPV Bermuda. GA LP, which is also controlled by the Management Committee, is the managing member of GAPCO III, GAPCO IV and GAPCO V, and the general partner of GAPCO CDA. As of the date hereof, there are nine members of the Management Committee. By virtue of the foregoing, the Reporting Persons may be deemed to share voting power and the power to direct the disposition of the shares that each owns of record. Each of the members of the Management Committee disclaims ownership of the common shares reported herein except to the extent he or she has a pecuniary interest therein. The name, the business address and the citizenship of each of the members of the Management Committee as of the date hereof is attached hereto as Schedule A and is hereby incorporated by reference.
Amount Beneficially Owned:
By virtue of the relationship described above, each of the Reporting Persons may be deemed to beneficially own 1,829,176 common shares.
Percentage Owned:
All calculations of percentage ownership herein are based on an aggregate of 30,200,551 Class A common shares reported by the Company to be outstanding as reflected in the Company’s Unaudited Interim Condensed Consolidated Financial Statements as of September 30, 2021, filed on Form 6-K with the U.S. Securities and Exchange Commission on November 29, 2021.
Number of Shares as to Which Such Person Has Sole/Shared Power to Vote or to Direct the Vote and Sole/Shared Power to Dispose or to Direct the Disposition of:
| (i) | Each of the Reporting Persons may be deemed to have the sole power to direct the voting and dispositions of the common shares as indicated on such Reporting Person’s cover page included herein. |
| (ii) | Each of the Reporting Persons may be deemed to share the power to direct the voting and dispositions of the 1,829,176 common shares that may be deemed to be owned beneficially by each of them. |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 20 of 25 |
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
Not applicable.
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
Not applicable.
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
Not applicable.
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
See Item 4, which states the identity of the members of the group filing this Schedule 13G.
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
Not applicable.
| Item 10. | CERTIFICATION |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. G04553106 | SCHEDULE 13G | Page 21 of 25 |
Exhibit Index
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| CUSIP No. G04553106 | SCHEDULE 13G | Page 22 of 25 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of December 10, 2021
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP (BERMUDA) L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G04553106 | SCHEDULE 13G | Page 23 of 25 |
| GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: Title: | Michael Gosk Managing Director | |||
GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC
| ||||
| By: | GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (LUX) S.À.R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: Title: | Gregor Dalrymple Manager B | |||
| CUSIP No. G04553106 | SCHEDULE 13G | Page 24 of 25 |
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| CUSIP No. G04553106 | SCHEDULE 13G | Page 25 of 25 |
| GENERAL ATLANTIC GENPAR (LUX) SCSp | ||||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: Title: | Gregor Dalrymple Manager B | |||
| GENERAL ATLANTIC PARTNERS (LUX), SCSp | ||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner | |||
| By:
| GENERAL ATLANTIC (LUX) S.À.R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: Title: | Ingrid van der Hoorn Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
| By: | GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
SCHEDULE A
Members of the Management Committee (as of the date hereof)
| Name | Business Address | Citizenship |
| William E. Ford (Chief Executive Officer) | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Gabriel Caillaux | 23 Savile Row London W1S 2ET United Kingdom | France |
| Andrew Crawford | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Martín Escobari | 55 East 52nd Street 33rd Floor New York, New York 10055 | Bolivia and Brazil |
| Anton J. Levy | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Sandeep Naik | Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960 | United States |
| Graves Tompkins | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| N. Robbert Vorhoff | 55 East 52nd Street 33rd Floor New York, New York 10055 | United States |
| Eric Zhang | Suite 5704-5706, 57F Two IFC, 8 Finance Street Central, Hong Kong, China | Hong Kong SAR |
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate.
Dated as of December 10, 2021
| GENERAL ATLANTIC, L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP (BERMUDA) L.P. | ||||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR (BERMUDA), L.P. | ||||
| By: | GAP (BERMUDA) L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
| By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC PARTNERS (BERMUDA) EU, L.P. | ||||
| By: | GENERAL ATLANTIC GENPAR (BERMUDA), L.P., its general partner | |||
By: | GAP (BERMUDA), L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: Title: | Michael Gosk Managing Director | |||
GENERAL ATLANTIC (SPV) GP (BERMUDA) LLC
| ||||
| By: | GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC (LUX) S.À.R.L. | ||||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: Title: | Gregor Dalrymple Manager B | |||
| GAP COINVESTMENTS III, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS IV, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS V, LLC | ||||
| By: | GENERAL ATLANTIC, L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GAP COINVESTMENTS CDA, L.P. | ||||
| By: | GENERAL ATLANTIC, L.P., its general partner | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||
| GENERAL ATLANTIC GENPAR (LUX) SCSp | ||||
| By: | GENERAL ATLANTIC (LUX) S.À R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: | Ingrid van der Hoorn | |||
| Title: | Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: Title: | Gregor Dalrymple Manager B | |||
| GENERAL ATLANTIC PARTNERS (LUX), SCSp | ||||
| By: | GENERAL ATLANTIC GENPAR (LUX) SCSp, its general partner | |||
| By:
| GENERAL ATLANTIC (LUX) S.À.R.L., its general partner | |||
| By: | /s/ Ingrid van der Hoorn | |||
| Name: Title: | Ingrid van der Hoorn Manager A | |||
| By: | /s/ Gregor Dalrymple | |||
| Name: | Gregor Dalrymple | |||
| Title: | Manager B | |||
| GENERAL ATLANTIC ARCO (BERMUDA) 2, L.P. | ||||
| By: | GENERAL ATLANTIC (SPV) GP (BERMUDA), LLC, its general partner | |||
| By: | GAP (BERMUDA) L.P., its managing member | |||
| By: | /s/ Michael Gosk | |||
| Name: | Michael Gosk | |||
| Title: | Managing Director | |||