UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2025
Commission File Number: 001-38049
Azul S.A.
(Name of Registrant)
Edifício Jatobá, 8th floor, Castelo Branco Office Park
Avenida Marcos Penteado de Ulhôa Rodrigues, 939
Tamboré, Barueri, São Paulo, SP 06460-040, Brazil.
+55 (11) 4831 2880
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ¨ No x
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ¨ No x
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Material Fact
August | 2025
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Azul announces backstop commitment agreement
with certain backstop commitment parties
São Paulo, August 1st, 2025 –
AZUL S.A. (B3: AZUL4; OTC: AZULQ) (“Azul” or “Company”), the largest airline in Brazil by number of flight
departures and destinations, announces that on July 31, 2025, entered into the Backstop Commitment Agreement with certain Backstop Commitment
Parties (the “BCA”). The BCA provides for a commitment to support an equity capital raise of up to US$650 million, on the
terms and conditions set forth therein. The Backstop Commitment Agreement is subject to approval of the Bankruptcy Court. The
debtors intend to file a motion seeking such approval from the Bankruptcy Court, and will notice such motion to be heard later in the
Chapter 11 cases.
Azul remains committed to keeping stakeholders informed
and ensuring a seamless travel experience throughout the restructuring process.
Communication and Transparency with the Market
Azul will keep its shareholders, customers, Crewmembers,
and the market informed of all material developments in the restructuring process, in full compliance with applicable laws and regulation.
Stakeholders seeking specific information about Azul’s
Chapter 11 case can visit its dedicated website at www.azulmaisforte.com.br. For case and
claims information, please visit https://cases.stretto.com/Azul or call (833) 888-8055 (toll-free)
or (949) 556-3896 (international).
About Azul
Azul S.A. (B3: AZUL4, OTC:AZULQ), the largest airline in Brazil
by number of flight departures and cities served, offers 1,000 daily flights to over 150 destinations. With an operating fleet of over
180 aircraft and more than 15,000 Crewmembers, the Company has a network of 400 non-stop routes. Azul was named by Cirium (leading aviation
data analysis company) as the most on-time airline in the world in 2022, being the first Brazilian airline to obtain this honor. In 2020
Azul was awarded best airline in the world by TripAdvisor, the first time a Brazilian flag carrier earned the number one ranking in the
Traveler’s Choice Awards. For more information visit ri.voeazul.com.br/en/.
Contact:
Investor Relations
Tel: +55 11 4831 2880
invest@voeazul.com.br
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Media Relations
Tel: +55 11 98196-1035
imprensa@voeazul.com.br
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 1, 2025
Azul S.A.
By: /s/ Alexandre Wagner Malfitani
Name: Alexandre Wagner Malfitani
Title: Chief Financial Officer