Zenvia Inc-A 2025年年度报告和过渡报告

FORM20-F REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF For the fiscal year endedDecember 31, 2024OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission file number001-40628 ZenviaInc. (Exact Name of Registrant as Specified in its charter) N/A Securities registered or to be registered pursuant to Section 12(b) of the Act: Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report: The number of outstanding shares as of December 31, 2024 was28,269,709Class A common shares and 23,664,925 Class B commonshares. If this report is an annual or transition report, indicate by check mark if the registrant is not required to filereports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes☐No☒ Note- Checking the box above will not relieve any registrant required to file reports pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act. 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 anynew or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.☐ † The term “new or revised financial accounting standard” refers to any update issued by the FinancialAccounting Standards Board to its Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statementsincluded in this filing: ☐U.S. GAAP☒International Financial Reporting Standardsas issued bythe International Accounting Standards Board☐OtherIf “Other” has been checked in response to the previous question, indicate by check mark which financialstatement item the registrant has elected to follow.Item 17☐Item 18☐.If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act).Yes☐No☒ TABLE OF CONTENTS1 PART I INTRODUCTIONITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM 3.KEY INFORMATIONA. [Reserved]B. Capitalization and IndebtednessC. Reasons for the Offer and Use of ProceedsD. Risk FactorsITEM 4.INFORMATION ON THE COMPANYA. History and Development of the CompanyB. Business OverviewC. Organizational StructureD. Property, Plant and EquipmentITEM 4. A UNRESOLVED STAFF COMMENTSITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTSA. Operating ResultsB. Liquidity and Capital ResourcesC. Research and Development, Patents and Licenses, etc.D. Trend InformationE. Critical Accounting Policies and EstimatesITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEESA. Directors and Senior ManagementB. CompensationC. Board PracticesD. Employ