SEC Form SC 13G/A filed by Zenvia Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Zenvia Inc.
(Name of Issuer)
Class A common shares, par value $0.00005 per share
(Title of Class of Securities)
G9889V101
(CUSIP Number)
December 31, 2022
(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. G9889V101
| 1 |
NAMES OF REPORTING PERSONS
Oria Gestão de Recursos Ltda | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
14,113,813 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
14,113,813 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,113,813 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
43.9% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
2
CUSIP No. G9889V101
| 1 |
NAMES OF REPORTING PERSONS
Oria Capital Ltd. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
7,119,930 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,119,930 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,119,930 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO | |||||
3
CUSIP No. G9889V101
| 1 |
NAMES OF REPORTING PERSONS
Oria Tech Zenvia Co-investment — Fundo de Investimento em Participações Multiestratégia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
4,356,213 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
4,356,213 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,356,213 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
19.4% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
4
CUSIP No. G9889V101
| 1 |
NAMES OF REPORTING PERSONS
Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
2,637,670 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
2,637,670 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,637,670 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.7% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO | |||||
5
CUSIP No. G9889V101
| 1 |
NAMES OF REPORTING PERSONS
Oria Zenvia Co-investment Holdings, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
7,119,930 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
7,119,930 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,119,930 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
28.3% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
6
CUSIP No. G9889V101
| 1 |
NAMES OF REPORTING PERSONS
Oria Zenvia Co-investment Holdings II, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☒ | |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
| 6 | SHARED VOTING POWER
0 | |||||
| 7 | SOLE DISPOSITIVE POWER
0 | |||||
| 8 | SHARED DISPOSITIVE POWER
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
| 12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN | |||||
7
| Item 1(a). | Name of Issuer |
Zenvia Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Office |
Avenida Paulista, 2300, 18th Floor, Suites 182 and 184
São Paulo, São Paulo, 01310-300
Brazil
| Item 2(a). | Name of Person Filing |
| Item 2(b). | Address of Principal Business Office |
| Item 2(c). | Citizenship |
Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of:
| i. | Oria Gestão de Recursos Ltda |
Avenida Paulista 2300, Pilotis Floor
Edifício São Luis São Paulo—SP, 02035-010, Brazil
Citizenship: Brazil
| ii. | Oria Capital Ltd. |
Avenida Paulista 2300, Pilotis Floor
Edifício São Luis São Paulo—SP, 02035-010, Brazil
Citizenship: Cayman Islands
| iii. | Oria Tech Zenvia Co-investment — Fundo de Investimento em Participações Multiestratégia |
Avenida Paulista 2300, Pilotis Floor
Edifício São Luis São Paulo—SP, 02035-010, Brazil
Citizenship: Brazil
| iv. | Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia |
Avenida Paulista 2300, Pilotis Floor
Edifício São Luis São Paulo—SP, 02035-010, Brazil
Citizenship: Brazil
| v. | Oria Zenvia Co-investment Holdings, LP |
152928 Canada Inc. at 199 Bay Street, Suite 5300
Toronto, Ontario M5L 1B9
Citizenship: Canada
| vi. | Oria Zenvia Co-investment Holdings II, LP |
152928 Canada Inc. at 199 Bay Street, Suite 5300
Toronto, Ontario M5L 1B9
Citizenship: Canada
8
| Item 2(d). | Title of Class of Securities |
Class A common shares, par value $0.00005 per share (the “Class A Common Shares”)
| Item 2(e). | CUSIP Number |
G9889V101
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
| (a) | Amount beneficially owned: |
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
Oria Tech Zenvia Co-investment — Fundo de Investimento em Participações Multiestratégia directly holds 27,108 Class A Common Shares and 4,329,105 Class B common shares of the Issuer convertible at any time at the option of the holder and automatically upon transfer, subject to certain exceptions, into an equal number of Class A Common Shares (the “Class B Common Shares”); Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia directly holds 2,637,670 Class B Common Shares and Oria Zenvia Co-investment Holdings, LP directly holds 7,119,930 Class B Common Shares, representing in the aggregate approximately 43.9% of the outstanding Class A Common Shares calculated pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (“Rule 13d-3”) based on 18,075,058 Class A Common Shares outstanding as of October 26, 2022 as set forth in the Proxy Statement filed by the Issuer with the Securities and Exchange Commission (“SEC”) on October 28, 2022, and taking into account the Class B Common Shares beneficially owned by each Reporting Person. Such shares represent in the aggregate 33.8% of the outstanding common shares of the Issuer based on 18,075,058 Class A Common Shares and 23,664,925 Class B Common Shares outstanding as of October 26, 2022 as set forth in the Proxy Statement filed by the Issuer with the SEC on October 28, 2022.
Oria Gestão de Recursos Ltda is the manager to each of Fundo de Investimento em Participações Multiestratégia and Oria Tech I Inovação Fundo de Investimento em Participações Multiestratégia and may be deemed to have voting and dispositive power over shares directly held by such funds.
Oria Capital Ltd. is the general partner of each of Oria Zenvia Co-investment Holdings, LP and Oria Zenvia Co-investment Holdings II, LP and Oria Gestão de Recursos Ltda is the investment manager of such funds and each may be deemed to have voting and dispositive power over shares directly held by such funds.
Each Class A Common Share is entitled to one vote, and each Class B common share is entitled to ten votes.
| (b) | Percent of class: |
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the percentage of Class A Common Shares listed on such Reporting Person’s cover page.
| (c) | Number of Shares as to which the Reporting Person has: |
| (i) | Sole power to vote or to direct the vote: |
See each cover page hereof.
| (ii) | Shared power to vote or to direct the vote: |
See each cover page hereof.
9
| (iii) | Sole power to dispose or to direct the disposition of: |
See each cover page hereof.
| (iv) | Shared power to dispose or to direct the disposition of: |
See each cover page hereof.
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ☐
Oria Zenvia Co-investment Holdings II, LP no longer beneficially owns any Class A Common Shares of the Issuer and as such, this represents an exit filing for such entity.
| 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 |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
10
SIGNATURE
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: February 9, 2023
| ORIA GESTÃO DE RECURSOS LTDA | ||
| By: | /s/ Carlos Henrique Testolini | |
| Name: | Carlos Henrique Testolini | |
| Title: | Authorized signatory | |
| By: | /s/ Piero Lara Rosatelli | |
| Name: | Piero Lara Rosatelli | |
| Title: | Authorized signatory | |
| ORIA CAPITAL LTD. | ||
| By: | /s/ Carlos Henrique Testolini | |
| Name: | Carlos Henrique Testolini | |
| Title: | Authorized signatory | |
| By: | /s/ Piero Lara Rosatelli | |
| Name: | Piero Lara Rosatelli | |
| Title: | Authorized signatory | |
| ORIA TECH ZENVIA CO-INVESTMENT — FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA | ||
| By: Oria Gestão de Recursos Ltda, its Manager | ||
| By: | /s/ Carlos Henrique Testolini | |
| Name: | Carlos Henrique Testolini | |
| Title: | Authorized signatory | |
| By: | /s/ Piero Lara Rosatelli | |
| Name: | Piero Lara Rosatelli | |
| Title: | Authorized signatory | |
| ORIA TECH I INOVAÇÃO FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTIESTRATÉGIA | ||
| By: Oria Gestão de Recursos Ltda, its Manager | ||
| By: | /s/ Carlos Henrique Testolini | |
| Name: | Carlos Henrique Testolini | |
| Title: | Authorized signatory | |
| By: | /s/ Piero Lara Rosatelli | |
| Name: | Piero Lara Rosatelli | |
| Title: | Authorized signatory | |
| ORIA ZENVIA CO-INVESTMENT HOLDINGS, LP | ||
| By: Oria Gestão de Recursos Ltda, its Investment Manager | ||
| By: | /s/ Carlos Henrique Testolini | |
| Name: | Carlos Henrique Testolini | |
| Title: | Authorized signatory | |
| By: | /s/ Piero Lara Rosatelli | |
| Name: | Piero Lara Rosatelli | |
| Title: | Authorized signatory | |
| ORIA ZENVIA CO-INVESTMENT HOLDINGS II, LP | ||
| By: Oria Gestão de Recursos Ltda, its Investment Manager | ||
| By: | /s/ Carlos Henrique Testolini | |
| Name: | Carlos Henrique Testolini | |
| Title: | Authorized signatory | |
| By: | /s/ Piero Lara Rosatelli | |
| Name: | Piero Lara Rosatelli | |
| Title: | Authorized signatory | |