SEC Form 6-K filed by Zenvia Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of July 2025.

 Commission File Number 001-40628

Zenvia Inc.

(Exact name of registrant as specified in its charter)

N/A

(Translation of registrant’s name into English)

Avenida Paulista, 2300, 18th Floor, Suites 182 and 184

São Paulo, São Paulo, 01310-300

Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

Contents

Zenvia Inc.

Unaudited interim condensed consolidated statement of financial position at March 31, 2025

(In thousands of Reais)

Balanço Patrimonial

1

Zenvia Inc.

Unaudited interim condensed consolidated statement of financial position at March 31, 2025

(In thousands of Reais)

See the accompanying notes to the interim condensed consolidated financial statements.

2

Zenvia Inc.

Unaudited interim condensed consolidated statement of profit or loss and other comprehensive income for the three months period ended March 31, 2025 and 2024

(In thousands of Reais)

See the accompanying notes to the interim condensed consolidated financial statements.

3

Zenvia Inc.

Unaudited interim condensed consolidated statement of changes in equity

For the three months period ended March 31, 2025 and 2024

(In thousands of reais)

See the accompanying notes to the interim condensed consolidated financial statements.

4

Zenvia Inc.

Unaudited interim condensed consolidated statement of cash flows

For the three months period ended March 31, 2025 and 2024

(In thousands of reais)

5

See the accompanying notes to the interim condensed consolidated financial statements.

6

Zenvia Inc. (“Zenvia”) was incorporated in November 2020, as a Cayman Islands exempted company with limited liability duly registered with the Registrar of Companies of the Cayman Islands. These consolidated financial statements comprise Zenvia and its subsidiaries (together referred to as the “Company”). The Company is involved in implementation of a multi-channel communication of a cloud-based platform that enables organizations to integrate several communication capabilities (including short message service, or SMS, WhatsApp, Voice, WebChat and Facebook Messenger) into their software applications and with a combination of Software as a Service (SaaS) portfolio providing clients with unified end-to-end customer experience SaaS platform to digitally interact with their end-consumers in a personalized way.

As of March 31, 2025, the Company has a negative consolidated working capital in the amount of R$419,391 (current assets of R$331,281 and current liabilities of R$750,672) mainly as a result of past acquisitions, leading to concerns about the Company’s ability to continue as a going concern.

Management has taken many initiatives to increase profitability since 2022, such as reduction of the Company’s workforce by 25%. While these actions were instrumental for the Company to deliver improved cash generation in FY 2024 and beginning of 2025, management is committed to continue pursuing new operational efficiencies for the next 12 months. In February 2024, Management concluded several renegotiations with its creditors, including banks, debenture holders and holders of other liabilities related to past M&A activity. These renegotiations include an extension of payment terms on bank loans and debentures from 18 months to 36 months (final maturity December 2026), extension of liabilities related to past M&As from 36 months to up to 60 months (final maturity December 2028) and the possibility of converting certain M&A liabilities into Zenvia´s equity (potential conversion estimated at circa 30% of total M&A liabilities). Additionally, in February 2024, the controlling shareholder injected a total of R$50,000 as new equity in the Company. Since April 2024, the Company received five new credit lines from local banks in Brazil in the total amount of circa R$80,000 and was granted additional grace periods on amortization of existing credit lines, attesting the improved perception over the Company's credit profile. Additionally, the Company acquired R$180,000 in working capital credit lines from carriers in Brazil. Considering the Company’s short-term financial contractual obligations and commitments after giving effect to the above-mentioned renegotiations and capital injection, management expects a cash outlay of R$114,786 the period between May 2025 and April 2026 mainly for its existing short-term indebtedness as it becomes due, including interest, and payments due from acquisitions. Despite the above-mentioned initiatives and given the expected future operating cash flow, management will continue to seek to optimize the Company's working capital needs by renegotiating payment terms with suppliers and anticipating future revenues with clients. As announced on January 13, 2025, the Company has initiated a new strategic cycle that will focus on its SaaS business, namely on the recently launched Zenvia Customer Cloud. As a result, management has been proactively evaluating opportunities to divest assets that fall outside the scope of Zenvia Customer Cloud, including the CPaaS business. Management believes that the combination of proceeds from divestments, improved working capital and renegotiations of its existing debt is key to ensure that the positive projected cash flows from operations will be sufficient for the Company’s financial requirements for the next twelve months, and therefore that the Company will be able to continue operating as a going concern. Although there is still uncertainty about how long it will take for these actions to be fully executed, as of March 30, 2025, these financial statements do not include any adjustments that may result from the inability to continue operating.

7

On May 2, 2022, the Company, through its subsidiary Zenvia Brazil, acquired 98.04% of the shares of Movidesk Ltda., referred to as “Movidesk”. At that time, Zenvia Brazil also obtained call options to acquire the remaining 1.96% of the share capital. On February 23 and March 22, 2024, the executive sellers exercised the Purchase Option, resulting in Zenvia acquiring the remaining shares and achieving 100% ownership of Movidesk.

On February 6, 2024, prior to the completion of the acquisition, Zenvia Brazil renegotiated the earnout arrangement with Movidesk, with a total balance of R$206,699 as of December 31, 2023. Payment terms were extended to a total of 60 months, with final maturity in December 2028. Zenvia also obtained an option to convert R$100,000 of the total debt into equity—R$50,000 may be converted until December 31, 2025, and the remaining balance in up to six semiannual installments beginning January 1, 2026.

As of March 31, 2025, the Company's consolidated structure no longer includes subsidiaries that were merged or liquidated prior to December 31, 2024. Such events are disclosed in the footnotes below, for comparative and informational purposes.

The interim condensed consolidated financial statements for the three months period ended March 31, 2025, have been prepared in accordance with IAS 34 Interim Financial Reporting, the Company has prepared the financial statements on the basis that the interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements, and should be read in conjunction with the Company’s annual consolidated financial statements as at December 31, 2024.

The issuance of these interim condensed consolidated financial statements was approved by the Executive Board of Directors on July 2, 2025.

The interim condensed consolidated financial statements were prepared based on historical cost, except for certain financial instruments measured at fair value, as described in the following accounting practices. See item (d) below for information on the measurement of financial information of subsidiaries located in hyperinflationary economies.

8

These interim condensed consolidated financial statements are presented in Brazilian Real (R$), which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

The functional currency of the subsidiary Zenvia US Corporation is the US Dollar. The indirect subsidiaries of the Company have the following functional currencies: Rodati Motors Central de Informações de Veículos Automotores Ltda. has the local currency, Brazilian Real (BRL), as its functional currency; Zenvia Argentina S.A. has the local currency, Argentine Peso (ARG), as its functional currency; and Zenvia México has the local currency, Mexican Pesos (MEX), as its functional currency.

For the consolidated Company subsidiaries in which the functional currency is different from the Brazilian Real, the interim condensed consolidated financial statements are translated to Real as of the closing date. Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in a foreign currency are translated into the functional currency at the exchange rate when the fair value was determined. Non-monetary items that are measured based on historical cost in a foreign currency are translated at the exchange rate at the date of the transaction. Foreign currency differences are generally recognized in profit or loss and presented within finance costs.

In March 2025, Argentina continued to be classified as a hyperinflationary economy under IAS 29, as the cumulative inflation over the past three years remained above the indicative threshold. Accordingly, the adoption of the accounting and reporting standard in hyperinflationary economies remained mandatory for the subsidiary Zenvia Argentina S.A., located in Argentina.

9

Non-monetary assets and liabilities, the equity and the statement of profit or loss of subsidiaries that operate in hyperinflationary economies are adjusted by the change in the general purchasing power of the currency, applying a general price index.

The financial statements of an entity whose functional currency is the currency of a hyperinflationary economy based on current cost approach are in terms of the current measurement unit at the balance sheet date and translated into Real at the closing exchange rate for the period. The impacts of changes in general purchasing power were reported as finance costs in the statements of profit or loss of the Company.

IAS 29 generated an impact for the three months ended March 31, 2025, in the finance result in the amount of R$577 (R$1,507 for the three months ended March 31, 2024)

In preparing these interim condensed consolidated financial statements, management has made judgements and estimates that affect the application of the Company’s accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

Judgments:

Information about judgments referring to the adoption of accounting policies which impact significantly the amounts recognized in the financial statements are included in the following notes:

Note 12 - Intangible assets: determination of useful lives of intangible assets.

Uncertainties on assumptions and estimates:

Information on uncertainties as to assumptions and estimates that pose a high risk of resulting in a material adjustment within the next fiscal year are included in the following notes:

Note 7 – Allowance for expected losses: main assumptions in the determination of loss rate.

10

Note 11 - Impairment test of intangible assets, intangible assets with an indefinite useful life and goodwill: assumptions regarding projections of generation of future cash flows.

Note 18 - Provision for labor, tax and civil risks: main assumptions regarding the likelihood and magnitude of the cash outflows.

Note 19 – Long-Term Incentive Programs and Management remuneration: the provision is determined at the contract signing date, based on the share value and exchange rate at that moment, with no subsequent adjustments.

Note 24 – recognition of deferred tax assets: availability of future taxable profit against which deductible temporary differences and tax losses carried forward can be utilized.

A series of Company’s accounting policies and disclosures requires the measurement of fair value, for financial and non-financial assets and liabilities.

Evaluation process includes the regular review of significant non-observable data and valuation adjustments. If third-party information, such as brokerage firms’ quotes or pricing services, is used to measure fair value, then the evaluation process analyzes the evidence obtained from the third parties to support the conclusion that such valuations meet the IFRS requirements, including the level in the fair value hierarchy in which such valuations should be classified.

When measuring the fair value of an asset or liability, the Company uses observable data as much as possible. Fair values are classified at different levels according to hierarchy based on information (inputs) used in valuation techniques, as follows:

11

The Company recognizes transfers between fair value hierarchy levels at the end of the financial statements’ period in which changes occurred.

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Company’s annual consolidated financial statements for the year ended December 31, 2024, except for the adoption of new standards effective as of January 1^st, 2025. The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

The following amended standards and interpretations did not have a material impact on the Company’s consolidated financial statements:

12

The amount of R$3,209 invested in a Bank Deposit Certificate in December 2024 refers to the contractual guarantee for the loan from Votorantim S.A. Minimum Guarantee Percentage: 33% of the outstanding balance of the guaranteed operation. As of March 31, 2025, the balance was R$3,305.

The amount of R$7,500 invested in a Bank Deposit Certificate in October 2024 refers to the contractual guarantee for the loan from Banco BTG Pactual S.A. Minimum Guarantee Percentage: 30% of the outstanding balance of the guaranteed operation. As of March 31, 2025, the balance was R$7,911.

13

Changes in allowance for expected credit losses are as follows:

The breakdown of accounts receivable from customers by maturity is as follows:

14

15

16

17

18

19

20

21

The amortization of intangibles includes the amount of R$14,261 for the three months period ended March 31, 2025 (R$16,180 for the three-month period ended March 31, 2024) related to amortization of intangible assets acquired in business combinations, of which R$12,507 (R$12,785 for the three-month period ended March 31, 2024) was recorded in costs of services and R$1,754 (R$3,395 for the three-month period ended March 31, 2024) in administrative expenses.

The Company performs its annual impairment test in December and when circumstances indicate that the carrying value may be impaired. The Company impairment test for goodwill and intangible assets with indefinite lives is based on value-in-use calculations. The key assumptions used to determine the recoverable amount for the different cash generating units were disclosed in the annual consolidated financial statements for the year ended December 31, 2024. For the three months period ended March 31, 2025, The Company had no indications of impairment for its intangible assets, therefore an impairment test was not required.

22

23

The portion classified in non-current liabilities has the following payment schedule:

Covenants

The Company has certain covenants related to its loans and financing, which are customary for agreements of this nature. The most restrictive financial covenant is related to leverage and is measured as follows:

As of March 31, 2025, the Company obtained a formal waiver from BTG Pactual related to the Net Debt to Adjusted EBITDA covenant, which was originally set at 2.5x. Under the terms of the waiver, compliance is considered met as long as the ratio remains equal to or below 4.0x. This waiver applies exclusively to the interim financial statements for the quarter ended March 31, 2025, and was formally documented through the appropriate consent.

Furthermore, the Company’s working capital agreements contain cross-default provisions, which may be triggered by a default under other financing agreements.

Accordingly, the Company was not in breach of any financial covenants related to the issuance of commercial notes or other financing instruments as of March 31, 2025, and remains in full compliance with all its contractual obligations. Management does not anticipate any short- or medium-term impacts on its operations arising from restrictive clauses or future covenant testing.

Contractual clauses

The Company holds financing agreements totaling R$90,550, which are secured by collateral ranging from 20% to 50% of its accounts receivable, and by financial investments recorded in current assets. These investments must represent at least three times the amount of the first principal and interest payment.

24

The Company also maintains financing agreements with Bradesco and Santander in the amounts of R$8,227 and R$5,601, respectively. These agreements are guaranteed by the assignment of receivables from Bradesco and Santander, who are also clients of the Company.

Through its subsidiary, One to One, the Company entered into a financing agreement involving the issuance of debentures secured by:

(i) the fiduciary assignment to the creditor of receivables totaling at least R$4,000 between November 30, 2023 and December 31, 2024, and R$3,000 between January 1, 2025 and December 31, 2025. These receivables must be processed through an escrow account controlled by the creditor and are released to the Company upon confirmation that the guarantees are in order; and

(ii) the fiduciary assignment of 10% of the Company’s equity interest.

On April 9, 2024, the Company executed an amendment to the agreement establishing:

(i) a new aggregate guarantee amount of R$6,500,

(ii) the removal of the minimum cash covenant, and

(iii) an extension of the deadline to reduce liabilities related to corporate acquisitions—originally totaling R$50 million—by one year, now set for March 31, 2025.

On January 31, 2025, a new amendment was signed, which:

(i) renegotiated the payment terms, stipulating that the final payment will occur on December 1, 2025, and removed the previously established guarantees due to this renegotiation;

(ii) extended the maturity date of the debenture issuance to December 1, 2025; and

(iii) established a new financial covenant, whereby the Net Debt to EBITDA ratio must be less than or equal to 2.0x as of the quarter ending June 30, 2025, through the maturity date.

25

(i) On February 6, 2024, Zenvia Brazil renegotiated the D1 earnout, in the total outstanding amount of R$21,521. Payment terms were extended to a total of 36 months, with a six-month grace period and 30 monthly payments, with final maturity in December 2026. On November 28, 2024, the third amendment renegotiated the reduction of the installment amounts for the period from November 2024 to November 2025 and additional fees in the amount R$ 2,485 was recorded in liabilities due to the new amendment.

(ii) On February 6, 2024, Zenvia Brazil renegotiated the earnout with Movidesk, with a total balance of R$206,699 as of December 31, 2023. Payment terms have been extended to a total of 60 months, with final due date in December 2028, with Zenvia option to convert approximately R$100,000 of total debt into equity, subject to certain conversion deadlines agreed between the parties.

Set out below are the future payments of the Liabilities from acquisition as at December 31, 2024, as follows:

26

27

The following table shows the changes in the right-of-use assets:

28

On March 31, 2025, the Company had lease agreements corresponding mainly to the lease of third-party properties, with an average term of 2 to 5 years. The amount of the lease liability obligation on March 31, 2025 is R$2,312 (December 31, 2024 is R$2,820).

The change in the Company's lease liability balance to March 31, 2025 and December 31, 2024 occurred as follows:

The discount rate adopted by the Company was 15.54% p.a. for property and equipment rental contracts.

29

The Company, in the ordinary course of its business, is subject to tax, civil and labor lawsuits. Management, supported by its legal advisors' opinion, assesses the probability of the outcome of the lawsuits in progress and the need to record a provision for risks that are considered sufficient to cover the probable losses.

The table below presents the position of provisions for disputes, probable losses and judicial deposits which refer to lawsuits in progress and social security risk.

Service tax (ISSQN) Lawsuit – Company Zenvia

The Company is involved in contingencies for which losses are possible, in accordance with the assessment prepared by Management with support from legal advisors. On March 31, 2025, the total amount of contingencies classified as possible was R$47,392 (R$46,534 as of December 31, 2024). The most relevant cases are set below:

Taxes: The Company is involved in disputes related to administrative claims in the amount of R$47,392 (R$44,185 as of December 31, 2024) related to a fine imposed by

30

the Brazilian federal tax authority for failure to pay income taxes on capital gain from the acquisition of Kanon Serviços em Tecnologia da Informação Ltda. By Zenvia Mobile from Spring Mobile Solutions Inc. in previous years.

Labor: the labor contingencies assessed as possible losses totaled R$667 as of March 31, 2025 (R$259 as of December 31, 2024). Labor-related actions essentially consist of issues related to commission differences, variable compensation and salary parity.

Civil: the civil contingencies assessed as possible losses totaled R$1,673 as of March 31, 2025 (R$2,090 as of December 31, 2024).

Changes in provisions are as follows:

Changes in judicial deposits are as follows:

31

The Company offers to its executives and employees long-term incentive plans (“ILPs”) based on the issuance of restricted Class A common shares (“RSUs”) and cash-based payments equivalent to RSU. The Company recognizes as expense the fair value of RSUs, measured at the grant date, on a straight-line basis during the vesting provided by the respective plan, with a corresponding entry: to shareholders’ equity for plans exercisable in shares; and to liabilities for plans exercisable in cash. The accumulated expense recognized reflects the vesting period and the Company’s best estimate of the number of shares to be delivered. The expense of the plans is recognized in the statement of profit or loss in accordance with the function performed by the beneficiary.

x

The Long-Term Incentive Programs 1 to 4 (“ILP 1 to 4”) have either been finished or have completed their vesting periods and the delivery of shares.

On February 24, 2023, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 5”) that will grant a maximum of 2,300,000 RSUs (or cash-based payments equivalent to RSUs) to certain executives and employees of the Company subject to a vesting period of 36 months as of January 1, 2023.

On January 24, 2024, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 6”) that will grant a maximum of 2,300,000 RSUs (or cash-based payments equivalent to RSUs) to certain executives and employees of the Company subject to a vesting period of 36 months as of January 1, 2024.

On January 31, 2025, the Executive Board of Directors approved a new Long-Term Incentive Program (“ILP 7”) that will grant a maximum of 2,300,000 RSUs (or cash-based payments equivalent to RSUs) to certain executives and employees of the Company subject to a vesting period of 36 months as of January 1, 2025.

On February 13, 2025, the Executive Board of Directors approved a special Restricted Stock Agreement (“ILP Extra”) designed for certain key employees of the Company and its subsidiaries. This agreement contemplates the granting of a total of 237,838 Class A common shares, subject to a vesting schedule with a three-year cliff period. The granted shares will vest in three equal installments (33% each) on each anniversary of the grant date.

As of March 31, 2025, the Company had outstanding 7,221,751 “RSUs” that were authorized but not yet issued, related with future vesting conditions. The total compensation cost related to unvested RSUs was R$1,972 (R$6,379 as of December 31, 2024) recorded in the consolidated financial statements. An expense amounting to R$2,721 (R$1,829 for the three months period ended March 31, 2024) was recorded in the consolidated statements of profit or loss position as relative to the vesting period of the restricted share units.

32

As of March 31, 2025 the Company has 7,221,751 shares issued (outstanding shares), reserved for the shared based payment plans.

The roll forward of the outstanding shares for the year ended March 31, 2025, is presented as follows:

33

Key management personnel compensation

Key management personnel compensation comprised the following:

Share Capital

In connection with the ATM program, which the Company established in July 2024, it issued 504,617 Class A common shares during the first three months of 2025, generating gross proceeds of R$7,908.

34

For management purposes, the Company is organized into business units based on its products and services and has two reportable segments, as follows:

The segment reporting is based on information used by the Executive Board of Directors (Board) represented by the Chief Executive Officer (CEO).

The following table present revenue and cost of services information for the Company operations segments for the three months period ended March 31, 2025 and 2024, respectively:

35

Operational expenses, finance income, finance expenses, taxes and fair values gains and losses on certain financial assets and liabilities are not allocated to individual segments as these are managed on an overall group basis.

For the three-month period ended March 31, 2025, the Company did not have any individual customer that accounted for 10% or more of consolidated revenue. For comparison purposes, in March 2024 and 2023, one customer represented 11.7% and 11.8%, respectively, of consolidated revenue.

The Company’s revenue by geographic region is presented below:

36

37