UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

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)

Cassio Bobsin

Avenida Paulista, 2300, 18th Floor

São Paulo, São Paulo, 01310-300

Brazil

with a copy to:

Grenfel S. Calheiros and Paulo F. Cardoso

Simpson Thacher & Bartlett LLP

Av. Presidente Juscelino Kubitschek, 1455 - 12th Floor

São Paulo, São Paulo 04543-011
Brazil

Tel: 55 (11) 3546-1000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) 

January 31, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

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). 

The aggregate number and percentage of the Class A Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D and are incorporated herein by reference.

Mr. Bobsin beneficially owns an aggregate of 19,358,280 shares, as follows: (i) 9,780,060 Class A Common Shares directly held by Bobsin Corp and (ii) 9,578,220 Class B common shares of the Issuer directly held by Bobsin Corp, convertible at any time at the option of the holder and automatically upon transfer, subject to certain exceptions, into 9,578,220 Class A Common Shares, representing in the aggregate approximately 52.8% 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”).  Cassio Bobsin is the sole member of Bobsin Corp.

Each Class A Common Share is entitled to one vote, and each Class B common share is entitled to ten votes.

(c) Except as set forth in this Schedule 13D, there have been no transactions in Class A Common Shares by any of the Reporting Persons in the past 60 days.

(d) To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Shares reported herein as beneficially owned by the Reporting Persons.

(e) Bobsin LLC was dissolved on December 27, 2022. Prior to its dissolution, Bobsin LLC ceased to be the beneficial owner of more than five percent of the Issuer's Class A Common Shares.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

The information set forth or incorporated by reference in Item 4 and Item 5 of the Schedule 13D are incorporated herein by reference.

In connection with the Issuer’s long term incentive plans, Mr. Bobsin was granted, for his service as Chief Executive Officer of the Issuer, (i) on August 3, 2022, 26,410 restricted Class A Common Shares to vest in full on December 3, 2024; (ii) on January 1, 2023, 385,486 restricted Class A Common Shares, to vest in full on January 1, 2025; and (iii) on February 2, 2024, restricted 399,633 Class A Common Shares, to vest in in full on February 2, 2027 (items (i), (ii) and (iii), the “Restricted Shares”). The Restricted Shares are subject to certain vesting conditions, including Mr. Bobsin's continued service to the Issuer. None of the Restricted Shares are vested as of the date hereof nor will be vested within 60 days of the date hereof.

Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:

D.                    Investment Agreement (filed herewith)

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 8, 2024

INVESTMENT AGREEMENT

by and among

ZENVIA INC.,
as Company

and

Bobsin Corp,
as Purchaser

Dated as of January 31st, 2024

INVESTMENT AGREEMENT

This INVESTMENT AGREEMENT (this “Agreement”), dated as of January 31st, 2024, is entered into by and among Zenvia Inc., a Cayman Islands exempted company with limited liability (together with any successor or assign pursuant to Section 6.05, the “Company”), and Bobsin Corp., a company formed under the laws of the British Virgin Islands (together with its respective successor and assign under Section 6.05, the “Purchaser”).  Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.

WHEREAS, the Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, the Securities (as defined below) on the Closing Date (as defined below) upon payment of the Purchase Price (as defined below), pursuant to the terms and conditions of this Agreement;

WHEREAS, the Company intends to use the proceeds from the issuance of the Securities (as defined below) for general corporate purposes; and

WHEREAS, the Company and the Purchaser desire to set forth certain agreements herein.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:

Article 1
Definitions

Section 1.01.      Definitions.  As used in this Agreement, the following terms shall have the meanings set forth below:

“Affiliate” shall mean, with respect to any specified Person, any other Person who, at the time of determination, directly or indirectly, controls, is controlled by, or is under common control with, such Person.  As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.  For the avoidance of doubt, for purposes of this Agreement, (i) the Company and its subsidiaries, on the one hand, and the Purchaser, on the other, shall not be considered Affiliates of each other and (ii) any fund or account managed, directly or indirectly, by the Purchaser or its Affiliates, shall be considered an Affiliate of the Purchaser. 

“Agreement” shall have the meaning set forth in the preamble hereto.

“Applicable Law” shall mean, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by, or governmental approval, concession, grant, franchise, license, agreement, directive, or other governmental restriction or any similar form of decision of, or determination by, or any formally issued written interpretation or administration of any of the foregoing by, a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.

“Board of Directors” shall mean the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.

“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the Cayman Islands, The City of New York, New York or the City of São Paulo, State of São Paulo, Brazil are authorized or obligated by law or executive order to remain closed.

“Change of Control” shall mean any Person or group of Persons, in a single transaction or in a related series of transactions, by way of merger, consolidation, other business combination transaction, contract or otherwise, acquiring beneficial ownership representing more than fifty point one percent (50.1%) of the voting power of the Company or the right to appoint a majority of the Company’s Board of Directors.

“Class A Common Shares” shall mean the Class A common shares, par value $0.00005 per share, of the Company.

“Class B Common Shares” shall mean the Class B common shares, par value $0.00005 per share, of the Company.

“Closing” shall have the meaning set forth in Section 2.02(a).

“Closing Date” shall mean a date occurring on or after the date on which the conditions precedent set forth in Section 2.02(c) and (d) are satisfied or waived, as the case may be, as specified by the Company to the Purchaser in writing not less than two (2) Business Days prior to such date or in any other date otherwise agreed by the parties.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Company” shall have the meaning set forth in the preamble hereto.

“Corporate Transaction Event” shall mean (a) the sale, transfer or other disposition of assets constituting all or substantially all of the Company’s assets, (b) the merger or consolidation of the Company into another entity (except a merger or consolidation in which the holders of Shares of the Company immediately prior to such merger or consolidation continue to hold at least fifty point one percent (50.1%) of the voting power of the Company or the surviving or acquiring entity), or (c) the transfer (whether by merger, consolidation or otherwise), in one or a series of related transactions, that results in a Change of Control.

“Corporate Transaction Event Payment” shall have the meaning set forth in Section 3.01(b).

“Delta Market Capitalization” means the amount resulting from the difference between the Final Market Capitalization and the Initial Market Capitalization.

“Delta Market Capitalization Percentage” means the percentage resulting from the division between the Delta Market Capitalization by the Initial Market Capitalization.

“Enforceability Exceptions” shall have the meaning set forth in Section 4.01(d).

“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.

“Final Market Capitalization” means the Market Capitalization of the Company immediately prior to the consummation of a Trigger Event.

“Governmental Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.

“Initial Market Capitalization” means the Market Capitalization of the Company on the date immediately prior to the date hereof, after giving pro forma effect to the issuance of the Securities.

“Investment Return Amount” means the amount resulting from the Investment Return Formula.

“Investment Return Formula” means the formula below that shall be used to calculate the amount of Investment Return with respect to the occurrence of a Trigger Event:

Initial Market Capitalization x 22% x √(Delta Market Capitalization Percentage)

For illustrative purposes, Schedule I hereto sets forth a simulation of scenarios of the Investment Return Formula in use as a result of a change in the Market Capitalization of the Company.

“Investment Return Payment” shall have the meaning set forth in Section 3.01(b).

“Joinder” shall mean, with respect to any Person permitted to sign such document in accordance with the terms hereof, a joinder executed and delivered by such Person, providing such Person to have all the rights and obligations of the Purchaser under this Agreement, in the form and substance substantially as attached hereto as Exhibit A or such other form as may be agreed to by the Company and the Purchaser.

“Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.

“Liquidity Event” means any offering of the Shares in the context of a capital raise process by the Company in exchange for cash (being understood that, for the avoidance of doubt, (i) any offering of the  Shares that is comprised exclusively by a secondary offering and (ii) any Share issuance in the context of a long-term incentive plan of the Company or any other similar transaction shall not be deemed a Liquidity Event).

“Liquidity Event Payment” shall have the meaning set forth in Section 3.01(a).

“Lock-Up Period” shall have the meaning set forth in Section 5.02.

“Material Adverse Effect” shall mean any event, occurrence, fact, circumstance, condition, change or development, individually or together with other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the condition (financial or otherwise), business, properties or results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the Transactions contemplated by this Agreement and to timely perform its material obligations hereunder and thereunder.

“Market Capitalization” means, at any given date, the sum of the number of outstanding Class A Common Shares and outstanding Class B Common Shares multiplied by the Nasdaq official closing price of the Shares (as reflected on Nasdaq.com) on such date.

“Nasdaq” shall mean the Nasdaq Capital Market.

“Permitted Transfers” shall have the meaning set forth in Section 5.02.

“Person” shall mean an individual, exempted company, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.

“Purchaser” shall have the meaning set forth in the preamble hereto.

“Purchase Price” shall have the meaning set forth in Section 2.01(a).

“Sanctions” means any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security, or the U.S. Department of State (including, without limitation, the designation as a “specially designated national” or “blocked person”), the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority.

“SEC” shall mean the U.S. Securities and Exchange Commission.

“Securities” shall have the meaning set forth in Section 2.01(a).

“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.

“Shares” means Class A Common Shares.

“Subsidiaries” shall have the meaning set forth in Section 4.01(a).

“Third Party” shall mean with respect to the Purchaser, a Person other than the Purchaser or any Affiliate of the Purchaser.

“Transactions” shall have the meaning set forth in Section 4.01(d).

“Transfer” shall have the meaning set forth in Section 5.02.

“Trigger Event” means a Liquidity Event or a Corporate Transaction Event, as the case may be.

Section 1.02.      General Interpretive Principles.Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders.  The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof.  Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”  Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.

(e)            Experienced Purchaser.  The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities and is capable of bearing the economic risks of such investment.  The Purchaser understands that its investment in the Securities involves a high degree of risk. The Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Purchaser has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Securities.

(f)            Financing.  The Purchaser has, or by the Closing Date will have, an amount of cash sufficient to enable it to consummate the Transactions on the terms and conditions set forth in this Agreement.

(g)            No Additional Representations.

(i)            The Purchaser acknowledges that the Company does not make any representation or warranty as to any matter whatsoever except as expressly set forth in Section 4.01 and in any certificate delivered by the Company pursuant to this Agreement, and the Purchaser has not relied on or been induced by any other representations or warranties (whether express or implied or made orally or in writing) not expressly set forth in Section 4.01 and in any certificate delivered by the Company pursuant to this Agreement.

(ii)            The Purchaser acknowledges and agrees that, except for the representations and warranties expressly set forth in Section 4.01 and in any certificate delivered by the Company pursuant to this Agreement, (A) no person has been authorized by the Company to make any representation or warranty relating to the Company or otherwise in connection with the transactions contemplated hereby, and if made, such representation or warranty must not be relied upon by the Purchaser as having been authorized by the Company, and (B) any materials or information provided or addressed to the Purchaser or any of its Affiliates or representatives are not and shall not be deemed to be or include representations or warranties of the Company unless any such materials or information are the subject of any express representation or warranty set forth in Section 4.01 of this Agreement and in any certificate delivered by the Company pursuant to this Agreement.

(iii)            The Purchaser has conducted its own independent review and analysis of the business, operations, assets, liabilities, results of operations, financial condition and prospects of the Company and its Subsidiaries and acknowledges the Purchaser has been provided with sufficient access for such purposes.

(h)            No General Solicitation.  Neither the Purchaser nor any of its officers, directors, employees, agents, stockholders, partners or Affiliates has been directly or indirectly solicited through any public advertising or general solicitation.

Article 5

Additional Agreements

(i)            The Purchaser acknowledges and agrees that none of the Securities have been approved or disapproved by the SEC or by any state securities commission nor have the Securities been registered under the Securities Act, by reason of their issuance by the Company in a transaction exempt from the registration requirements of the Securities Act, and that the Securities being acquired by the Purchaser are “restricted securities” under applicable federal securities laws and must continue to be held by the Purchaser unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration.  The Purchaser agrees: (A) that the Purchaser will not sell, assign, pledge, give, transfer or otherwise dispose of the Securities or any interest therein, or make any offer or attempt to do any of the foregoing, except pursuant to a registration of the Securities under the Securities Act and all applicable state or local securities laws, or in a transaction that is exempt from the registration provisions of the Securities Act and all applicable state or local securities laws, (B) that any certificates representing the Securities will bear a legend making reference to the foregoing restrictions and (C) that the Company shall not be required to give effect to any purported transfer of the Securities except upon compliance with the foregoing restrictions.

(ii)            The Purchaser understands that the Securities shall be subject to the restrictions contained herein.

(iii)            The Purchaser understands that the Securities, and any securities issued in respect thereof or in exchange therefor, will bear the following legends:

(a) “THIS SECURITY WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RE-SOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) PURSUANT TO ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 OR REGULATION S UNDER THE SECURITIES ACT (IF AVAILABLE), (II) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR (III) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE” and

(b) “THE SECURITIES REPRESENTED HEREIN ARE SUBJECT TO A CONTRACTUAL LOCK-UP PERIOD AGREED BY THE COMPANY AND BOBSIN CORP. UNDER AN INVESTMENT AGREEMENT DATED AS OF JANUARY 31st., 2024.”

Article 6

Miscellaneous

Section 6.01.  Survival of Representations and Warranties. The warranties and representations made herein shall survive for one (1) year following the Closing Date and shall then expire.

Section 6.02.  Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if delivered personally, sent by overnight courier or sent via email (with receipt confirmed) as follows:

(a)            If to the Purchaser, to:

Bobsin Corp.

Harneys Corporate Services Limited,

Craigmuir Chambers, PO Box 71, Road Town

Tortola, VG 1110, British Virgin Islands

Attention: Cassio Bobsin

Email: cassio@zenvia.com

with a copy (which copy shall not constitute notice) to:

Souto Correa Advogados

Av. Presidente Juscelino Kubitschek, 2041, Tower D, 8th Floor

São Paulo, São Paulo, CEP 04543-011

Brazil

Attention: Carlos Souto and Isabelle Bueno

Email: carlos.souto@soutocorrea.com.br; isabelle.bueno@soutocorrea.com.br

(b)            If to the Company, to:

Zenvia Inc.
Avenida Paulista, 2300, 18th Floor
São Paulo, São Paulo, CEP 01310-300
Brazil
Attention: Shay Chor
Email: shay.chor@zenvia.com
with a copy (which copy shall not constitute notice) to:

Simpson Thacher & Bartlett LLP
Av. Presidente Juscelino Kubitschek, 1455, 12th Floor, Suite 121
São Paulo, São Paulo, CEP 04543-011
Brazil
Attention: Grenfel S. Calheiros and Paulo F. Cardoso
Email: gcalheiros@stblaw.com; paulo.cardoso@stblaw.com

or to such other address or addresses as shall be designated in writing.  All notices shall be deemed effective (a) when delivered personally (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise) or (b) one (1) Business Day following the day sent by overnight courier.

Section 6.06.      Governing Law; Jurisdiction; Waiver of Jury Trial.

(a)            This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.  In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the New York Supreme Court and any state appellate court therefrom within the State of New York (or, solely if the New York Supreme Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of New York).  Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts.  Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.06(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.  Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.

(b)            EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.  EACH PARTY MAKES THIS WAIVER VOLUNTARILY AND SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS CONTAINED IN THIS SECTION 6.06.

Section 6.09.  Headings.  The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.