July 19, 2021
VIA EDGAR
Office of Financial Services
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
| Attn: | Alexandra Barone, Staff Attorney | |
| Larry Spirgel, Office Chief | ||
| Re: | Zenvia Inc. | |
| Registration statement on Form F-1, as amended (File No. 333-255269) | ||
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representatives of the several underwriters, hereby join in the request of Zenvia Inc., an exempted company incorporated under the laws of the Cayman Islands with limited liability (the “Company”), that the effective date of the Company’s Registration Statement on Form F-1 (File No. 333-255269) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m., Eastern Time, on July 21, 2021, or as soon as practicable thereafter. We hereby authorize Manuel Garciadiaz of Davis Polk & Wardwell LLP, counsel to the several underwriters, to modify or withdraw this letter orally.
Pursuant to Rule 460 under the Act, please be advised that we, as representatives of the several underwriters, anticipate that approximately 5,000 copies of the preliminary prospectus have been or will be sent to underwriters, dealers, institutions, investors and others.
In connection with the distribution of the preliminary prospectus for the above referenced issue, the underwriters have confirmed that they have and will comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
Very truly yours,
Goldman Sachs & Co. LLC
Morgan Stanley & Co. LLC
Itau BBA USA Securities, Inc.
As representatives of the several underwriters
[Signature Pages Follow]
| Goldman Sachs & Co. LLC | ||
| As a Representative of the Several Underwriters | ||
| By: | /s/ Facundo Vazquez | |
| Name: | Facundo Vazquez | |
| Title: | Managing Director | |
| Morgan Stanley & Co. LLC | ||
| As a Representative of the Several Underwriters | ||
| By: | /s/ Lúlica B. Rocha | |
| Name: | Lúlica Batista Rocha | |
| Title: | Executive Director | |
| Itau BBA USA Securities, Inc. | ||
| As a Representative of the Several Underwriters | ||
| By: | /s/ Roderick Greenlees | |
| Name: | Roderick Greenlees | |
| Title: | Managing Director | |
| By: | /s/ Pedro Garcia | |
| Name: | Pedro Garcia | |
| Title: | Managing Director | |
[Signature page to Acceleration Request Letter]
