| Item 1. | |
| (a) | Name of issuer:
Zenvia Inc. |
| (b) | Address of issuer's principal executive offices:
Avenida Paulista, 2300, 18th Floor, Suites 182 & 184, Sao Paulo, Sao Paulo, Brazil, 01310-300 |
| Item 2. | |
| (a) | Name of person filing:
This Statement is filed by each of the entities and persons listed below, all of whom together are referred to as the "Reporting Persons":
(i) Perea Capital Partners, LP, a Delaware limited partnership ("Perea Capital Partners"). Perea Capital, LP is the general partner of Perea Capital Partners.
(ii) Perea Capital, LP, a Delaware limited partnership. Perea Capital, LLC is the general partner Perea Capital, LP.
(iii) Perea Capital, LLC, a Delaware limited liability company. Omar Musa is the managing member of Perea Capital, LLC.
(iv) Omar Musa is the sole member and managing member of Perea Capital, LLC. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Perea Capital, LLC, 5718 Westheimer Road, Suite 1000, Houston, TX 77057. |
| (c) | Citizenship:
(i) Perea Capital Partners is a Delaware limited partnership.
(ii) Perea Capital, LP is a Delaware limited partnership.
(iii) Perea Capital, LLC is a Delaware limited liability company.
(iv) Omar Musa is a citizen of the United States. |
| (d) | Title of class of securities:
Class A Common Shares, par value $0.00005 per share |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
The information required by Items 4(a) - (c) is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The information in Item 4(b) and 4(c) is incorporated herein by reference.
o Perea Capital Partners, LP beneficially owns 4,200,000 shares of Class A Common Shares of the Issuer. Perea Capital, LP, as the general partner of Perea Capital Partners, LP, may be deemed to beneficially own the Class A Common Shares owned by Perea Capital Partners, LP. Perea Capital, LLC, as the general partner of Perea Capital, LP, may be deemed to beneficially own the Class A Common Shares owned by Perea Capital, LP. Additionally, Omar Musa, is an individual and sole managing member of Perea Capital, LLC. Perea Capital, LLC serves as investment manager to Perea Capital Partners pursuant to an investment management agreement with Perea Capital Partners. Accordingly, Perea Capital, LLC and Mr. Musa may be deemed to have beneficial ownership over the shares of Class A Common Shares directly owned by Perea Capital Partners.
The percentages herein are calculated based on 28,902,363 shares of the Issuer's Class A Common Shares outstanding. The Reporting Persons are relying on information provided by the Issuer. |
| (b) | Percent of class:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) is incorporated herein by reference.
Perea Capital Partners, LP - 14.53%
Perea Capital, LP - 14.53%
Perea Capital, LLC - 14.53%
Omar Musa - 14.53% |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
Perea Capital Partners, LP - 14.53%
Perea Capital, LP - 14.53%
Perea Capital, LLC - 14.53%
Omar Musa - 14.53%
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
The information set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto is incorporated herein by reference for each such Reporting Person. The information in Item 4(a) and 4(b) is incorporated herein by reference.
Perea Capital Partners, LP - 4,200,000
Perea Capital, LP - 4,200,000
Perea Capital, LLC - 4,200,000
Omar Musa - 4,200,000
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Mr. Musa, Perea Capital, LLC, and Perea Capital, LP may be deemed to beneficially own 4,200,000 shares of the Class A Common Shares reported in this statement beneficially owned by Perea Capital Partners, which represents 14.53% of the Class A Common Shares of the Issuer. Perea Capital Partners holds the right to receive dividends from, or the proceeds from the sale of, all such 4,200,000 shares of Class A Common Shares |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)