UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under the Securities Exchange Act
of 1934
(Amendment No. 3) *
Zenvia Inc.
(Name of Issuer)
Class A common
shares, par value US$0.00005 per share
(Title of Class of
Securities)
G9889V101
(CUSIP Number)
December 31, 2022
(Date of the 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)
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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 the disclosures provided
in a prior cover page.
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The information required in 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 provision of the Act (however, see the Notes.)
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1
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NAMES OF REPORTING
PERSONS
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GIC Private Limited
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2
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CHECK THE
APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
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Republic of Singapore
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NUMBER OF SHARES BENEFICIALLY OWNED
BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING
POWER
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0
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6
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SHARED VOTING
POWER
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0
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7
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SOLE DISPOSITIVE
POWER
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0
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8
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SHARED DISPOSITIVE
POWER
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0
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9
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
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0
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10
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CHECK IF THE
AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE
INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9)
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0%
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12
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TYPE OF REPORTING
PERSON (SEE INSTRUCTIONS)
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CO
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Zenvia Inc.
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Item 1(b)
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Address of Issuer’s Principal Executive Offices
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Avenida Paulista, 2300, 18th Floor
São Paulo, São Paulo, CEP 01310-300
Brazil
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Item 2(a)
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Name of Persons Filing
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GIC Private Limited (“GIC”)
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Item 2(b)
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Address of Principal Business Office or, if none, Residence
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168 Robinson Road
#37-01 Capital Tower
Singapore 068912
Singapore
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Item 2(d)
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Title of Class of Securities
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Class A common shares, par value
US$0.00005 per share
G9889V101
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Item 3
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If this statement in filed pursuant to §§240.13d-1(b), or 13d-2(b)
or (c), check whether the person filing is a:
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Not applicable.
(a - c) The aggregate number of
securities and percentage of the class of securities of the Issuer
beneficially owned by the Reporting Person named in Item 2(a), as
well as the number of securities as to which such person is deemed
to have 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, shared power to dispose or direct the disposition, is
set forth in the following tables:
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Reporting Person
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No. of
Securities
Beneficially
Owned
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Percent
of
Class
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Voting
Power
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Dispositive
Power
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Sole (1),
(2)
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Shared
(1),
(2)
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Sole (1),
(2)
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Shared
(1),
(2)
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GIC Private Limited
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0
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0
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0
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0
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0
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0
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(1) |
GIC is a fund manager and only has 2 clients – the Government
of Singapore (“GoS”) and the Monetary Authority of Singapore
(“MAS”). Under the investment management agreement with GoS, GIC
has been given the sole discretion to exercise the voting rights
attached to, and the disposition of, any shares managed on behalf
of GoS.
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GIC is wholly-owned by the GoS and
was set up with the sole purpose of managing Singapore’s foreign
reserves. The GoS disclaims beneficial ownership of such
shares.
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(2) |
GIC disclaims membership in a group.
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Item 5
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of
the date hereof the Reporting Persons have ceased to be the
beneficial owners of more than five percent of the class of
securities, check the following ☒
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Item 6
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Ownership of More than Five Percent on Behalf of Another
Person
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group
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Not applicable.
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Item 9
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Notice of Dissolution of Group
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Not applicable.
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.
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 as dated below.
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GIC PRIVATE
LIMITED
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By: /s/ Diane Liang
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Name: Diane Liang
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Title: Senior Vice President
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Date: February 1, 2023
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By: /s/ Toh Tze Meng
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Name: Toh Tze Meng
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Title: Senior Vice President
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Date: February 1, 2023
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