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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Zenvia Inc | NASDAQ:ZENV | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.1849 | 8.39% | 2.3899 | 2.30 | 2.39 | 2.3943 | 2.27 | 2.27 | 15,399 | 15:33:06 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Zenvia Inc.
(Name of Issuer)
Class A common shares, par value $0.00005 per share
(Title of Class of Securities)
G9889V101
(CUSIP Number)
Cassio Bobsin
Avenida Paulista, 2300, 18th Floor
São Paulo, São Paulo, 01310-300
Brazil
with a copy to:
Grenfel S. Calheiros and Paulo F. Cardoso
Simpson Thacher & Bartlett LLP
Av. Presidente Juscelino Kubitschek, 1455 - 12th Floor
São Paulo, São Paulo 04543-011
Brazil
Tel: 55 (11) 3546-1000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 31, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. G9889V101
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1 |
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NAMES OF REPORTING PERSONS
Bobsin Corp |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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SEC USE ONLY
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 |
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SOLE VOTING POWER
19,358,280 |
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
19,358,280 |
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10 |
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SHARED DISPOSITIVE POWER
0 |
11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,358,280 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.8% |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
CUSIP No. G9889V101
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1 |
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NAMES OF REPORTING PERSONS
Cassio Bobsin |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒
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SEC USE ONLY
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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CITIZENSHIP OR PLACE OF ORGANIZATION
Brazil |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7 |
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SOLE VOTING POWER
19,358,280 |
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8 |
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SHARED VOTING POWER
0 |
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9 |
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SOLE DISPOSITIVE POWER
19,358,280 |
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10 |
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SHARED DISPOSITIVE POWER
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,358,280 |
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12 |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.8% |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
Item 1. | Security and Issuer |
This Amendment No. 1 ("Amendment No. 1") to Schedule 13D amends and supplements the statement on Schedule 13D originally filed with the United States Securities and Exchange Commission ("SEC") on September 8, 2022 (as amended the "Schedule 13D") related to the Class A common shares, par value $0.00005 per share (the “Class A Common Shares”), of Zenvia Inc. (the “Issuer”). The Issuer’s principal executive office is located at Avenida Paulista, 2300, 18th Floor, Suites 182 and 184, São Paulo, São Paulo, 01310-300, Brazil.
The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined herein shall have the meanings attributed to them in the Schedule 13D.
Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On September 9, 2022, Bobsin Corp. acquired 21,890 Class A Common Shares in the open market, for a purchase price per share of $2.094459, representing an aggregate purchase price of $45,847.71. These Class A Common Shares were purchased with the personal funds of Cassio Bobsin.
On November 1, 2022, Bobsin LLC transferred 9,578,220 Class B Common Shares to Bobsin Corp. No consideration was paid to Bobsin LLC in connection with such transfer. Bobsin LLC was dissolved on December 27, 2022.
On January 31, 2024, the Issuer entered into an investment agreement with Bobsin Corp (the “Investment Agreement”) pursuant to which the Issuer agreed to issue and sell to Bobsin Corp and Bobsin Corp agreed to purchase from the Issuer 8,860,535 Class A Common Shares for an aggregate purchase price of $10,101,010.00 representing a price of $1.14 per Class A Common Share. The closing of the Investment Agreement is anticipated to occur during the week of February 5, 2024 (the “Closing”).
The Class A Common Shares to be purchased by Bobsin Corp. pursuant to the Investment Agreement will be purchased with the personal funds of Cassio Bobsin.
Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
The information set forth in Item 3 of this Schedule 13D is incorporated by reference in its entirety into this Item 4.
Pursuant to the Investment Agreement, Bobsin Corp has agreed, subject to specified limited exceptions, not to dispose of or hedge, or publicly disclose the intention to dispose of or hedge, any of the Class A Common Shares purchased pursuant to the Investment Agreement for a period of 180 days after the Closing. Pursuant to the terms of the Investment Agreement, for a period of 3 years from the Closing, Bobsin Corp. will be entitled to receive cash or equity returns on its investment upon the occurrence of certain liquidity or corporate transaction events, as calculated pursuant to formulas contained in the Investment Agreement.
The description of the Investment Agreement is qualified in its entirety by reference to the Investment Agreement which is filed as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5. |
Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth or incorporated in Items 3 and 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
The aggregate number and percentage of the Class A Common Shares beneficially owned by each Reporting Person and, for each Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of the Schedule 13D and are incorporated herein by reference.
Mr. Bobsin beneficially owns an aggregate of 19,358,280 shares, as follows: (i) 9,780,060 Class A Common Shares directly held by Bobsin Corp and (ii) 9,578,220 Class B common shares of the Issuer directly held by Bobsin Corp, convertible at any time at the option of the holder and automatically upon transfer, subject to certain exceptions, into 9,578,220 Class A Common Shares, representing in the aggregate approximately 52.8% 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”). Cassio Bobsin is the sole member of Bobsin Corp.
Each Class A Common Share is entitled to one vote, and each Class B common share is entitled to ten votes.
(c) Except as set forth in this Schedule 13D, there have been no transactions in Class A Common Shares by any of the Reporting Persons in the past 60 days.
(d) To the best knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Shares reported herein as beneficially owned by the Reporting Persons.
(e) Bobsin LLC was dissolved on December 27, 2022. Prior to its dissolution, Bobsin LLC ceased to be the beneficial owner of more than five percent of the Issuer's Class A Common Shares.
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth or incorporated by reference in Item 4 and Item 5 of the Schedule 13D are incorporated herein by reference.
In connection with the Issuer’s long term incentive plans, Mr. Bobsin was granted, for his service as Chief Executive Officer of the Issuer, (i) on August 3, 2022, 26,410 restricted Class A Common Shares to vest in full on December 3, 2024; (ii) on January 1, 2023, 385,486 restricted Class A Common Shares, to vest in full on January 1, 2025; and (iii) on February 2, 2024, restricted 399,633 Class A Common Shares, to vest in in full on February 2, 2027 (items (i), (ii) and (iii), the “Restricted Shares”). The Restricted Shares are subject to certain vesting conditions, including Mr. Bobsin's continued service to the Issuer. None of the Restricted Shares are vested as of the date hereof nor will be vested within 60 days of the date hereof.
Item 7. | Material to Be Filed as Exhibits |
Item 7 of the Schedule 13D is hereby amended and supplemented to include the following:
D. Investment Agreement (filed herewith)
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 8, 2024
BOBSIN CORP. |
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By: | /s/ Cassio Bobsin | |
Name: Cassio Bobsin | ||
Title: Sole Member | ||
CASSIO BOBSIN | ||
/s/ Cassio Bobsin |
INVESTMENT AGREEMENT
by and among
ZENVIA INC.,
as Company
and
Bobsin Corp,
as Purchaser
Dated as of January 31st, 2024
TABLE OF CONTENTS
INVESTMENT AGREEMENT
This INVESTMENT AGREEMENT (this “Agreement”), dated as of January 31st, 2024, is entered into by and among Zenvia Inc., a Cayman Islands exempted company with limited liability (together with any successor or assign pursuant to Section 6.05, the “Company”), and Bobsin Corp., a company formed under the laws of the British Virgin Islands (together with its respective successor and assign under Section 6.05, the “Purchaser”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
WHEREAS, the Purchaser desires to purchase from the Company, and the Company desires to issue and sell to the Purchaser, the Securities (as defined below) on the Closing Date (as defined below) upon payment of the Purchase Price (as defined below), pursuant to the terms and conditions of this Agreement;
WHEREAS, the Company intends to use the proceeds from the issuance of the Securities (as defined below) for general corporate purposes; and
WHEREAS, the Company and the Purchaser desire to set forth certain agreements herein.
NOW, THEREFORE, in consideration of the premises and the representations, warranties and agreements herein contained and intending to be legally bound hereby, the parties hereby agree as follows:
“Affiliate” shall mean, with respect to any specified Person, any other Person who, at the time of determination, directly or indirectly, controls, is controlled by, or is under common control with, such Person. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. For the avoidance of doubt, for purposes of this Agreement, (i) the Company and its subsidiaries, on the one hand, and the Purchaser, on the other, shall not be considered Affiliates of each other and (ii) any fund or account managed, directly or indirectly, by the Purchaser or its Affiliates, shall be considered an Affiliate of the Purchaser.
“Agreement” shall have the meaning set forth in the preamble hereto.
“Applicable Law” shall mean, with respect to any Person, any transnational, domestic or foreign federal, national, state, provincial, local or municipal law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, executive order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by, or governmental approval, concession, grant, franchise, license, agreement, directive, or other governmental restriction or any similar form of decision of, or determination by, or any formally issued written interpretation or administration of any of the foregoing by, a Governmental Entity that is binding upon or applicable to such Person or any of such Person’s assets, rights or properties.
“Board of Directors” shall mean the board of directors of the Company or a committee of such board duly authorized to act on behalf of such board.
“Business Day” shall mean any day, other than a Saturday, Sunday or a day on which banking institutions in the Cayman Islands, The City of New York, New York or the City of São Paulo, State of São Paulo, Brazil are authorized or obligated by law or executive order to remain closed.
“Change of Control” shall mean any Person or group of Persons, in a single transaction or in a related series of transactions, by way of merger, consolidation, other business combination transaction, contract or otherwise, acquiring beneficial ownership representing more than fifty point one percent (50.1%) of the voting power of the Company or the right to appoint a majority of the Company’s Board of Directors.
“Class A Common Shares” shall mean the Class A common shares, par value $0.00005 per share, of the Company.
“Class B Common Shares” shall mean the Class B common shares, par value $0.00005 per share, of the Company.
“Closing” shall have the meaning set forth in Section 2.02(a).
“Closing Date” shall mean a date occurring on or after the date on which the conditions precedent set forth in Section 2.02(c) and (d) are satisfied or waived, as the case may be, as specified by the Company to the Purchaser in writing not less than two (2) Business Days prior to such date or in any other date otherwise agreed by the parties.
“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.
“Company” shall have the meaning set forth in the preamble hereto.
“Corporate Transaction Event” shall mean (a) the sale, transfer or other disposition of assets constituting all or substantially all of the Company’s assets, (b) the merger or consolidation of the Company into another entity (except a merger or consolidation in which the holders of Shares of the Company immediately prior to such merger or consolidation continue to hold at least fifty point one percent (50.1%) of the voting power of the Company or the surviving or acquiring entity), or (c) the transfer (whether by merger, consolidation or otherwise), in one or a series of related transactions, that results in a Change of Control.
“Corporate Transaction Event Payment” shall have the meaning set forth in Section 3.01(b).
“Delta Market Capitalization” means the amount resulting from the difference between the Final Market Capitalization and the Initial Market Capitalization.
“Delta Market Capitalization Percentage” means the percentage resulting from the division between the Delta Market Capitalization by the Initial Market Capitalization.
“Enforceability Exceptions” shall have the meaning set forth in Section 4.01(d).
“Exchange Act” shall mean the U.S. Securities Exchange Act of 1934, as amended.
“Final Market Capitalization” means the Market Capitalization of the Company immediately prior to the consummation of a Trigger Event.
“Governmental Entity” shall mean any court, administrative agency or commission or other governmental authority or instrumentality, whether federal, state, local or foreign, and any applicable industry self-regulatory organization.
“Initial Market Capitalization” means the Market Capitalization of the Company on the date immediately prior to the date hereof, after giving pro forma effect to the issuance of the Securities.
“Investment Return Amount” means the amount resulting from the Investment Return Formula.
“Investment Return Formula” means the formula below that shall be used to calculate the amount of Investment Return with respect to the occurrence of a Trigger Event:
Initial Market Capitalization x 22% x √(Delta Market Capitalization Percentage)
For illustrative purposes, Schedule I hereto sets forth a simulation of scenarios of the Investment Return Formula in use as a result of a change in the Market Capitalization of the Company.
“Investment Return Payment” shall have the meaning set forth in Section 3.01(b).
“Joinder” shall mean, with respect to any Person permitted to sign such document in accordance with the terms hereof, a joinder executed and delivered by such Person, providing such Person to have all the rights and obligations of the Purchaser under this Agreement, in the form and substance substantially as attached hereto as Exhibit A or such other form as may be agreed to by the Company and the Purchaser.
“Law” means, with respect to any Person, any federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Entity that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.
“Liquidity Event” means any offering of the Shares in the context of a capital raise process by the Company in exchange for cash (being understood that, for the avoidance of doubt, (i) any offering of the Shares that is comprised exclusively by a secondary offering and (ii) any Share issuance in the context of a long-term incentive plan of the Company or any other similar transaction shall not be deemed a Liquidity Event).
“Liquidity Event Payment” shall have the meaning set forth in Section 3.01(a).
“Lock-Up Period” shall have the meaning set forth in Section 5.02.
“Material Adverse Effect” shall mean any event, occurrence, fact, circumstance, condition, change or development, individually or together with other events, occurrences, facts, circumstances, conditions, changes or developments, that has had, has, or would reasonably be expected to have a material adverse effect on (a) the condition (financial or otherwise), business, properties or results of operations or prospects of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the Transactions contemplated by this Agreement and to timely perform its material obligations hereunder and thereunder.
“Market Capitalization” means, at any given date, the sum of the number of outstanding Class A Common Shares and outstanding Class B Common Shares multiplied by the Nasdaq official closing price of the Shares (as reflected on Nasdaq.com) on such date.
“Nasdaq” shall mean the Nasdaq Capital Market.
“Permitted Transfers” shall have the meaning set forth in Section 5.02.
“Person” shall mean an individual, exempted company, corporation, limited liability or unlimited liability company, association, partnership, trust, estate, joint venture, business trust or unincorporated organization, or a government or any agency or political subdivision thereof, or other entity of any kind or nature.
“Purchaser” shall have the meaning set forth in the preamble hereto.
“Purchase Price” shall have the meaning set forth in Section 2.01(a).
“Sanctions” means any sanctions administered or enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the Bureau of Industry and Security, or the U.S. Department of State (including, without limitation, the designation as a “specially designated national” or “blocked person”), the European Union, His Majesty’s Treasury, the United Nations Security Council, or other relevant sanctions authority.
“SEC” shall mean the U.S. Securities and Exchange Commission.
“Securities” shall have the meaning set forth in Section 2.01(a).
“Securities Act” shall mean the U.S. Securities Act of 1933, as amended.
“Shares” means Class A Common Shares.
“Subsidiaries” shall have the meaning set forth in Section 4.01(a).
“Third Party” shall mean with respect to the Purchaser, a Person other than the Purchaser or any Affiliate of the Purchaser.
“Transactions” shall have the meaning set forth in Section 4.01(d).
“Transfer” shall have the meaning set forth in Section 5.02.
“Trigger Event” means a Liquidity Event or a Corporate Transaction Event, as the case may be.
Section 1.02. General Interpretive Principles.Whenever used in this Agreement, except as otherwise expressly provided or unless the context otherwise requires, any noun or pronoun shall be deemed to include the plural as well as the singular and to cover all genders. The name assigned to this Agreement and the section captions used herein are for convenience of reference only and shall not be construed to affect the meaning, construction or effect hereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” Unless otherwise specified, the terms “hereto,” “hereof,” “herein” and similar terms refer to this Agreement as a whole (including the exhibits, schedules and disclosure statements hereto), and references herein to Articles or Sections refer to Articles or Sections of this Agreement. References to “law,” “laws” or to a particular statute or law shall be deemed also to include any and all Applicable Law.
(a) Subject to the terms and conditions of this Agreement, the Company and the Purchaser agree with each other that at the Closing the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase and acquire from the Company, 8,860,535 Shares (the “Securities”) for a total purchase price equal to US$ 10,101,010.00 (ten million, one hundred and one thousand and ten U.S. dollars) (the “Purchase Price”). The price per Security is US$ 1.14 (one U.S. dollar and fourteen cents) per Security, which represents the Nasdaq official closing price (as reflected on Nasdaq.com) on the trading day immediately preceding the date hereof.
(b) For the avoidance of doubt, the agreement of the Company to issue Securities to the Purchaser and the Purchaser to purchase such Securities pursuant to this Article 2 is an agreement solely between the Company and the Purchaser, and, notwithstanding anything else to the contrary herein or in any other agreement entered into in connection with this Agreement, this Agreement is not intended to and shall not confer upon any person, other than the Company and the Purchaser, any rights or remedies with respect to the agreement of the Company to issue Securities to the Purchaser and of the Purchaser to purchase Securities pursuant to this Article 2.
(a) Subject to the satisfaction or waiver of the conditions precedent set forth in Section 2.02(c) and (d), the closing (the “Closing”) of the purchase and sale of the Securities hereunder shall take place on the date of Closing (the “Closing Date”).
The Purchaser represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:
(a) Organization. The Purchaser has been duly organized and is validly existing and in good standing (to the extent such concept is applicable under the laws of its jurisdiction of organization) under the laws of its jurisdiction of organization and is duly qualified or licensed to conduct business in each jurisdiction or place where the nature of its properties or the conduct of its business requires such qualification or licensing.
(e) Experienced Purchaser. The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in such Securities and is capable of bearing the economic risks of such investment. The Purchaser understands that its investment in the Securities involves a high degree of risk. The Purchaser has been provided a reasonable opportunity to undertake and has undertaken such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to the execution, delivery and performance of this Agreement. The Purchaser has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition of the Securities. The Purchaser has no present agreement, undertaking, arrangement, obligation or commitment providing for the disposition of the Securities.
9 |
Bobsin Corp.
Harneys Corporate Services Limited,
Craigmuir Chambers, PO Box 71, Road Town
Tortola, VG 1110, British Virgin Islands
Attention: Cassio Bobsin
Email: cassio@zenvia.com
with a copy (which copy shall not constitute notice) to:
Souto Correa Advogados
Av. Presidente Juscelino Kubitschek, 2041, Tower D, 8th Floor
São Paulo, São Paulo, CEP 04543-011
Brazil
Attention: Carlos Souto and Isabelle Bueno
Email: carlos.souto@soutocorrea.com.br; isabelle.bueno@soutocorrea.com.br
Zenvia Inc.
Avenida Paulista, 2300, 18th Floor
São Paulo, São Paulo, CEP 01310-300
Brazil
Attention: Shay Chor
Email: shay.chor@zenvia.com
with a copy (which copy shall not constitute notice) to:
Simpson Thacher & Bartlett LLP
Av. Presidente Juscelino Kubitschek, 1455, 12th Floor, Suite 121
São Paulo, São Paulo, CEP 04543-011
Brazil
Attention: Grenfel S. Calheiros and Paulo F. Cardoso
Email: gcalheiros@stblaw.com; paulo.cardoso@stblaw.com
or to such other address or addresses as shall be designated in writing. All notices shall be deemed effective (a) when delivered personally (with written confirmation of receipt, by other than automatic means, whether electronic or otherwise) or (b) one (1) Business Day following the day sent by overnight courier.
(a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. In addition, each of the parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other party hereto or its successors or assigns, shall be brought and determined exclusively in the New York Supreme Court and any state appellate court therefrom within the State of New York (or, solely if the New York Supreme Court declines to accept jurisdiction over a particular matter, any state or federal court within the State of New York). Each of the parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court other than the aforesaid courts. Each of the parties hereto hereby irrevocably waives, and agrees not to assert as a defense, counterclaim or otherwise, in any action or proceeding with respect to this Agreement, (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve in accordance with this Section 6.06(a), (ii) any claim that it or its property is exempt or immune from the jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (iii) to the fullest extent permitted by the applicable law, any claim that (A) the suit, action or proceeding in such court is brought in an inconvenient forum, (B) the venue of such suit, action or proceeding is improper or (C) this Agreement, or the subject matter hereof, may not be enforced in or by such courts. Each of the parties hereby agrees that service of any process, summons, notice or document by U.S. registered mail to the respective addresses set forth in Section 6.02 shall be effective service of process for any suit or proceeding in connection with this Agreement or the transactions contemplated hereby.
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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto or by their respective duly authorized representatives, all as of the date first above written.
ZENVIA INC. |
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By: |
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Name: Shay Chor |
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Title: Chief Financial Officer |
[Signature Page to Investment Agreement]
BOBSIN CORP. |
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By: | ||
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Name: Cassio Bobsin Machado |
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Title: Sole Member |
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[Signature Page to Investment Agreement]
The undersigned is executing and delivering this Joinder pursuant to that certain Investment Agreement, dated as of January 31st., 2024 (as amended, restated, supplemented or otherwise modified in accordance with the terms thereof, the “Investment Agreement”), by and among Zenvia Inc., the Purchaser named therein and any other Persons who become a party thereto in accordance with the terms thereof. Capitalized terms used but not defined in this Joinder shall have the respective meanings ascribed to such terms in the Investment Agreement.
By executing and delivering this Joinder to the Investment Agreement, the undersigned hereby adopts and approves the Investment Agreement and agrees, effective commencing on the date hereof, to become a party to, and to be bound by and comply with the provisions of, the Investment Agreement applicable to the Purchaser in the same manner as if the undersigned were an original Purchaser signatory to the Investment Agreement.
The undersigned acknowledges and agrees the entirety of the Investment Agreement is incorporated herein by reference, mutatis mutandis.
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