As filed with the Securities and Exchange Commission
on March 10, 2026
Registration No. 333- 280284
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1
to
Form F-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Zenvia Inc.
(Exact Name of Registrant as Specified in its Charter)
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Not Applicable |
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(Translation of Registrant's name into English) |
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| The Cayman Islands |
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98-1598403 |
(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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Avenida Paulista, 2300, 18th Floor, Suite 182
São Paulo, São Paulo, 01310-300
Brazil
+55 (11) 99904-5082 |
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(Address of Principal Executive Offices) |
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Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
+1 (212) 947-7200 |
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| (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) |
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Copies to: |
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Grenfel S. Calheiros
Paulo F. Cardoso
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
+1 (212) 455-2000 |
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Approximate date of commencement
of proposed sale to the public: Not applicable.
If only securities being registered on this Form are
being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form
are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities
for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant
to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to
General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company that prepares its financial
statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
† The term “new or
revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting
Standards Codification after April 5, 2012.
EXPLANATORY NOTE REGARDING DEREGISTRATION OF SECURITIES
This Post-Effective Amendment
No. 1 relates to the Registration Statement (as amended, the “Registration Statement”) on Form F-3 (File Number 333-280284)
filed by Zenvia Inc., a Cayman Islands exempted company with limited liability (the “Company”), with the U.S. Securities and
Exchange Commission (the “SEC”) on June 18, 2024. The Registration Statement was declared effective by the SEC on June 24,
2024. The Registration Statement registered up to US$100,000,000 of any combination of (i) Class A common shares, par value US$0.00005
per share, of the Company (the “Class A Common Shares”), (ii) Debt Securities, (iii) Warrants, (iv) Rights and (v) Units.
On February 25, 2026, the Company
announced that it notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s decision to voluntarily delist its
Class A Common Shares from the Nasdaq Capital Market. On March 9, 2026, the Company filed a Notification of Removal From Listing and Registration
on Form 25 with the SEC to delist the Class A Common Shares from Nasdaq and to deregister the Class A Common Shares under Section 12(b)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company intends to file a Certification and Notice
of Termination of Registration on Form 15 with the SEC requesting the termination of registration of its Class A Common Shares, debt securities,
warrants, rights and units under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under
Section 15(d) of the Exchange Act. In connection with the Company’s voluntary decision to delist and deregister, the Company has
terminated any and all offerings pursuant to the Registration Statement. Accordingly, the filing of this Post-Effective Amendment No.
1 is made pursuant to an undertaking made by the Company in Part II of the Registration Statement to remove from registration by means
of a post-effective amendment any securities that had been registered for issuance but remain unsold or otherwise unissued at the termination
of the offering. The Company, by filing this Post-Effective Amendment No. 1, hereby removes from registration any and all securities registered
but unsold or otherwise unissued under the Registration Statement as of the date hereof. The Registration Statement is hereby amended,
as appropriate, to reflect the deregistration of such securities.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form F-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form F-3 to
be signed on its behalf by the undersigned, thereunto duly authorized, in the City of São Paulo, State of São Paulo, Brazil,
on March 10, 2026.
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| ZENVIA INC. |
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| By: |
/s/ Cassio Bobsin |
| Name: |
Cassio Bobsin |
| Title: |
Chief Executive Officer |
No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement on Form F-3 in reliance on Rule 478 of the Securities Act of 1933, as amended.
