United States securities and exchange commission logo
February 22, 2021
Cassio Bobsin
Chief Executive Officer
Zenvia Inc.
Avenida Paulista, 2300, 18th Floor, Suites 182 and 184
S o Paulo, S o Paulo, 01310-300, Brazil
Re: Zenvia Inc.
Draft Registration
Statement on Form F-1
Submitted January
26, 2021
CIK No. 0001836934
Dear Mr. Bobsin:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form F-1 submitted January 26, 2021
Summary Financial and Other Information
Non-GAAP Financial Measures, page 19
1. Please describe for us
the compensation arrangements related to the Total Voice
acquisition and
Long-Term Incentive Program. Tell us how you determined it is
appropriate to exclude
compensation from your non-GAAP measures, which appears to be
tied to the attainment
of future operating and financial goals and clarify how such
compensation differs
from other bonus awards paid to employees and management. Refer
to Question 100.01 of
the non-GAAP C&DIs.
Cassio Bobsin
FirstName
Zenvia Inc.LastNameCassio Bobsin
Comapany22,
February NameZenvia
2021 Inc.
February
Page 2 22, 2021 Page 2
FirstName LastName
Risk Factors
Material weaknesses in our internal control over financial reporting have been
identified, page 42
2. We note you plan to adopt measures that will improve your internal
control over financial
reporting and remediate the material weaknesses that you have
identified. Please revise to
describe what plans, if any, have been implemented and clarify what
remains to be
completed in your remediation efforts. Also, if the material weakness
has not been fully
remediated, revise to disclose how long you estimate it will take to
complete your plan
and disclose any associated material costs that you have incurred or
expect to incur.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Principal Factors Affecting Our Results of Operations, page 84
3. We note net revenue expansion rate is calculated based on revenue from
a cohort of active
customers in the last twelve months as compared to revenue from that
same set of
customers for the prior twelve months. This measure does not appear to
factor in
customers from the prior period that fail to renew or no longer
continue to use your
services. Therefore, please tell us the renewal rates for each period
presented. Tell us
your consideration to include such measures or explain what measures
management uses
to measure customer attrition. Refer to SEC Release 33-10751.
Historical Results of Operations
Year Ended December 31, 2019 Compared to Year Ended December 31, 2018
Revenue, page 88
4. You disclose that revenue increased in 2019 due to increased usage of
your messaging and
voice products by existing customers as well an increase in the number
of active
customers. You further state that the increase from new and existing
customers were
partially offset by a reduction in the average unit price you charge
your
customers. Please revise to quantify the increase in revenue
attributed to new versus
existing customers as well as the impact of any corresponding decrease
in pricing. Refer
to Item 5.A.1 of Form 20-F and Section III.D of SEC Release No
33-6835.
5. You state that a substantial percentage of your revenue is generated
from your SMS text
messaging service. Please tell us the amount of revenue derived from
each significant
type of service you provide for the periods presented, as well as what
consideration was
given to disclosing revenue by service type or arrangement type. In
your response,
specifically provide the amount of revenue from each of SMS and other
IP-based
messaging services, such as Whatsapp, as well as from subscription
versus pay-as-you-
go arrangements.
Notes to Consolidated Financial Statements
Note 4.d. Revenue, page F-11
6. We note you present gross operating revenue here, which you also
reconcile to revenue in
Cassio Bobsin
Zenvia Inc.
February 22, 2021
Page 3
accordance with IFRS as issued by the IASB in Note 20. To the extent
this disclosure is
required pursuant to Brazilian Law, please revise to disclose as such.
Refer to IAS 1,
paragraph 112(c). Alternatively, explain how such disclosure complies
with Item
10(e)(1)(ii)(C) of Regulation S-K or revise to remove. Also, explain
your basis for
presenting revenue by geography on a gross basis rather than on an
IFRS basis.
Note 10. Intangible assets and goodwill, page F-24
7. Please tell us what your intangible asset for customer portfolio
represents and tell us how
you determined the useful life of 10 years for this asset. In this
regard, we note that most
of your customers do not have long-term contractual arrangements and
you refer to an
average life-cycle of 2.51 years for your medium and large clients.
Refer to IAS 38.90.
Note 27 Subsequent Events
27.4 Rodati Motors Corporation Acquisition, page F-41
8. Please revise to provide interim historical financial statements for
Rodati Motors
Corporation pursuant to Rule 3-05 of Regulation S-X, as well as pro
forma financial
statements pursuant to Article 11 of Regulation S-X. Also, tell us how
you factored in the
earn-out consideration when determining significance under the
investment test and how
you concluded that only one year of audited financial statements is
required. Refer to Rule
1-02(w)(1)(i)(1) and 3-05(b)(2) of Regulation S-X.
General
9. Please update your financial statements or file the necessary
representations as to why
such updates are not necessary as an Exhibit to this filing. Refer to
Item 8.A.4 of Form 20-
F and Instruction 2 thereto.
10. Please supplementally provide us with copies of all written
communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your behalf,
present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
not they retain copies of the communications.
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Alexandra Barone,
Staff Attorney, at
(202) 551-8816 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other
questions.
FirstName LastNameCassio Bobsin Sincerely,
Comapany NameZenvia Inc.
Division of
Corporation Finance
February 22, 2021 Page 3 Office of
Technology
FirstName LastName