|
Item 2(d). |
Title of Class of Securities
|
Class A common shares, par value $0.00005 per share (the
“Class A Common Shares”)
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.
| |
(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.
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