United States securities and exchange commission logo
April 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.
Registration
Statement on Form F-1
Filed April 16,
2021
File No. 333-255269
Dear Mr. Bobsin:
We have reviewed your 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we
note otherwise, our references to prior comments are to comments in our
April 9, 2021 letter.
Form F-1 filed April 16, 20201
Special Note Regarding Non-GAAP Financial Measures, page vi
1. You state in your
revised disclosures in response to prior comment 1 that the amortization
of acquired intangible
assets does not directly relate to the services you perform to your
clients. Please explain
further what is meant by this statement or revise to remove this
disclosure. Also,
revise the statement where you indicate that amortization of intangible
assets acquired from
business combination, which are excluded from Non-GAAP Gross
Profit and Non-GAAP
Operating Profit represent the "entire amount recorded within
[y]our consolidated
financial statements," and clarify that this adjustment represents the
entire amount recorded
in your financial statements as it relates to amortization from
business combination
intangibles only.
Cassio Bobsin
Zenvia Inc.
April 22, 2021
Page 2
Recent Developments
Our Preliminary Results for the First Quarter of 2021, page 10
2. Please revise your preliminary results discussions for both Zenvia and
D1 to balance such
disclosures with a discussion of a measure of income, such as net
income/loss.
Capitalization, page 73
3. We note from your revised disclosures that only certain Zenvia Brazil
shareholders will
receive new Class B common stock in the Corporate Reorganization while
others, namely
Spectra I Fundo and Spectra II Fundo, will receive new Class A common
stock.
However, the introductory bullet points to this table only discuss the
issuance of new
Class B shares in the Reorganization. Please revise as necessary.
Unaudited Pro Forma Condensed Financial Information, page 88
4. We note from your response to prior comment 4 that you intend to
include an "other
transaction accounting adjustments" column in the pro forma condensed
statement of
financial position to give pro forma effect to the portion of the
proceeds directly
attributable to the D1 acquisition. Please ensure that any pro forma
earnings per share
information similarly reflects only the number of shares in the
offering that will be used to
fund this acquisition. To the extent that you include additional pro
forma earnings per
share information to reflect the incremental shares in the offering or
other expenses to be
recorded upon this offering, please also reflect such information in a
separate column in
your pro forma balance sheet.
Management
Post-IPO Equity Incentive Plan, page 152
5. We note that upon consummation of this offering, you intend to pay a
cash bonus to your
executive officers and other members of management as well as issue
restricted and
performance shares. Please tell us the amount of the intended cash
bonus. Also, explain
whether the restricted and performance shares are separate issuances
and clarify whether
any shares will be issued and outstanding at the time of the offering.
If so, tell us the
amount of related share-based compensation expense that you intend to
recognize upon
effectiveness. Lastly, please revise to include these transactions in
your pro forma per
share and related disclosures, if material. Refer to Article
11-01(a)(8) of Regulation S-X.
Consolidated Financial Statements of Zenvia Mobile Servicos Digitais S.A
Note 27. Subsequent Events, page F-43
FirstName LastNameCassio Bobsin
6. We note your discussion regarding several financing agreements entered
into by Zenvia
Comapany NameZenvia
Brazil Inc.
during fiscal 2021. Please revise to include a discussion of such
issuances or
explain
April 22, 2021 why
Pageyou
2 believe such disclosure is not necessary. Refer to IAS
10.21.
FirstName LastName
Cassio Bobsin
FirstName
Zenvia Inc.LastNameCassio Bobsin
Comapany
April NameZenvia Inc.
22, 2021
April 322, 2021 Page 3
Page
FirstName LastName
General
7. We note your inclusion of pro forma measures including net revenue,
revenue growth, and
net revenue expansion rate in the graphics in the forefront of the
registration statement.
Please revise to clearly label each measure as pro forma. Also, please
revise the
graphics to present a balanced picture of the company s financial
health. In this respect,
we note that the company had a net loss in 2020 and indication of such
should be given
equal prominence with the current presentation emphasizing net
revenue. Refer to
Securities Act Forms C&DI 101.02.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rule 461 regarding requests for acceleration. Please allow
adequate time for us
to review any amendment prior to the requested effective date of the
registration statement.
You may contact David Edgar, Senior 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.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Todd Crider