Washington, D.C. 20549
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
| 1 |
Names of Reporting Persons.
TCH Ivory Limited |
| 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
British Virgin Islands |
NUMBER OF
SHARES BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH |
5 |
Sole Voting Power
3,452,776 |
| 6 |
Shared Voting Power
0 |
| 7 |
Sole Dispositive Power
3,452,776 |
| 8 |
Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
3,452,776 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.1% of total outstanding Class A common shares
and 8.3% of total outstanding common shares1 |
| 12 |
Type of Reporting Person (See Instructions)
CO |
1 Calculation is based on 18,075,058 total outstanding
Class A common shares of the Issuer and 23,664,925 total outstanding Class B common shares of the Issuer as of October 26, 2022, according
to the proxy statement attached as Exhibit 99.2 to the Form 6-K filed by the Issuer with the Securities
and Exchange Commission on October 27, 2022.
| 1 |
Names of Reporting Persons.
Tencent Holdings Limited |
| 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
3,452,7762 |
| 6 |
Shared Voting Power
0 |
| 7 |
Sole Dispositive Power
3,452,776 |
| 8 |
Shared Dispositive Power
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting
Person
3,452,776 |
| 10 |
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions)
☐ |
| 11 |
Percent of Class Represented by Amount in Row (9)
19.1% of total outstanding Class A common shares
and 8.3% of total outstanding common shares 3 |
| 12 |
Type of Reporting Person (See Instructions)
CO |
2
Represents 3,452,776 Class A common shares of the Issuer held of record by TCH Ivory Limited. TCH Ivory Limited is a wholly-owned subsidiary
of Tencent Holdings Limited.
3 Calculation is based on 18,075,058 total outstanding
Class A common shares of the Issuer and 23,664,925 total outstanding Class B common shares of the Issuer as of October 26, 2022, according
to the proxy statement attached as Exhibit 99.2 to the Form 6-K filed by the Issuer with the Securities
and Exchange Commission on October 27, 2022.
| Item 1(a). | Name of Issuer: |
Zenvia Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
Avenida Paulista, 2300, 18th Floor, Suites 182 and 184
São Paulo, São Paulo, 01310-300, Brazil
| Item 2(a). | Name of Person Filing: |
TCH Ivory Limited
Tencent Holdings Limited
| Item 2(b). | Address of Principal Business Office, or if None, Residence: |
For TCH Ivory Limited:
Vistra Corporate Services Centre
Wickhams Cay II, Road Town
Tortola, VG1110, British Virgin Islands
For Tencent Holdings Limited:
29/F., Three Pacific Place
No. 1 Queen’s Road East
Wanchai, Hong Kong
TCH Ivory Limited – British Virgin Islands
Tencent Holdings Limited – Cayman Islands
| Item 2(d). | Title of Class of Securities: |
Class A common shares, par value $0.00005 per share
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
Rows 5-9 of the cover page for each reporting
person are incorporated in this Item 4 by reference.
TCH Ivory Limited beneficially owns 3,452,776
Class A common shares of the Issuer.
Tencent Holdings Limited may be deemed
to have beneficial ownership of the 3,452,776 Class A common shares of the Issuer beneficially owned by TCH Ivory Limited, its direct
wholly-owned subsidiary.
The 3,452,776 Class A common shares beneficially
owned by each reporting person represent approximately 19.1% of the total outstanding Class A common shares, approximately 8.3% of the
total outstanding common shares and approximately 1.4% of the aggregate voting power of the total outstanding common shares.
The above calculation is based on 18,075,058
total outstanding Class A common shares and 23,664,925 total outstanding Class B common shares as of October 26, 2022, according to the
proxy statement attached as Exhibit 99.2 to the Form 6-K filed by the Issuer with the Securities and Exchange Commission on October 27,
2022. Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| 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.
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.
Dated: February 10, 2023
| |
TCH Ivory Limited |
| |
|
| |
|
| |
By: |
/s/ Li Qingjie |
| |
|
Name: |
Li Qingjie |
| |
|
Title: |
Authorized Signatory |
| |
Tencent Holdings Limited |
| |
|
| |
|
| |
By: |
/s/ Ma Huateng |
| |
|
Name: |
Ma Huateng |
| |
|
Title: |
Authorized Signatory |
[Schedule 13G – Signature Page]