AZUL SA SEC Filing

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As filed with the Securities and Exchange Commission on February 25, 2025   Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 _________________________________

FORM F-6

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY

AMERICAN DEPOSITARY RECEIPTS

_____________

azul s.a.

(Exact name of issuer of deposited securities as specified in its charter)

 _____________

N/A

(Translation of issuer’s name into English)

_____________

Federative Republic of Brazil

(Jurisdiction of incorporation or organization of issuer)

 __________________________________

CITIBANK, N.A.

(Exact name of depositary as specified in its charter)

 _____________

388 Greenwich Street

New York, New York 10013

(877) 248-4237

(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)

 _____________

Cogency Global Inc.

122 East 42nd Street, 18^th Floor

New York, NY 10168

(212) 947-7200

(Address, including zip code, and telephone number, including area code, of agent for service)

 __________________________________

Copies to:

Jonathan A. Lewis, Esq. Hogan Lovells US LLP 390 Madison Avenue New York, New York 10017 212-918-3000 Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 212-336-2000

__________________________________

It is proposed that this filing become effective under Rule 466:	☒ immediately upon filing.
	☐ on (Date) at (Time).
If a separate registration statement has been filed to register the deposited shares, check the following box: ☐

 __________________________________

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (“ADS(s)”), each ADS representing the right to receive three (3) preferred shares of Azul S.A.	1,500,000,000 ADSs	$5.00	$75,000,000.00	$11,482.50

*	Each unit represents 100 American Depositary Shares.
**	Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs.

This Registration Statement may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.

ii

PART I

INFORMATION REQUIRED IN PROSPECTUS

Cross Reference Sheet

Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
1.	Name of Depositary and address of its principal executive office			Face of Receipt -  Introductory Article.
2.	Title of Receipts and identity of deposited securities			Face of Receipt  - Top Center.
Terms of Deposit:
	(i)	The amount of deposited securities represented by one American Depositary Share (“ADSs”)		Face of Receipt  - Upper right corner.
	(ii)	The procedure for voting, if any, the deposited securities		Reverse of Receipt  - Paragraphs (18) and (19).
	(iii)	The collection and distribution of dividends		Reverse of Receipt – Paragraph (16).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt  - Paragraph (15); Reverse of Receipt – Paragraph (19).
	(v)	The sale or exercise of rights		Reverse of Receipt – Paragraphs (16) and (18).
	(vi)	The deposit or sale of securities resulting from dividends, splits or plans of reorganization		Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (16) and (18).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (24) and (25) (no provision for extensions).
	(viii)	Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs		Face of Receipt - Paragraph (15).
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (10), and (11).

I-1

Item Number and Caption				Location in Form of American Depositary Receipt (“Receipt”) Filed Herewith as Prospectus
	(x)	Limitation upon the liability of the Depositary		Face of Receipt - Paragraph (9); Reverse of Receipt - Paragraphs (21) and (22).
	(xi)	Fees and charges which may be imposed directly or indirectly on holders of ADSs		Face of Receipt – Paragraphs (12) and (15).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (15).

The Company is subject to the periodic reporting requirements of the United States Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with, and submits certain reports to, the United States Securities and Exchange Commission (the “Commission”). These reports can be retrieved from the Commission’s internet website (www.sec.gov), and can be inspected and copied at the public reference facilities maintained by the Commission at 100 F Street, N.E., Washington D.C. 20549.

I-2

PROSPECTUS

The Prospectus consists of the form of American Depositary Receipt filed as Exhibit (a)(i) to this Registration Statement on Form F-6 and is incorporated herein by reference.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. EXHIBITS

(a)(i) Form of American Depositary Receipt. ^___ Filed herewith as Exhibit (a)(i).

(a)(ii) Deposit Agreement, dated as of April 7, 2017, by and among Azul S.A. (the “Company”), Citibank, N.A. (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ^___ Previously filed as Exhibit (a) to the Registration Statement on Form F-6, Reg. No. 333-263414, filed on March 10, 2022, and incorporated herein by reference.

(b) Omnibus Restricted ADS Letter Agreement, dated as of February 21, 2025, by and between the Company and the Depositary. - Filed herewith as Exhibit (b).

(c) Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ^___ None.

(d) Opinion of counsel for the Depositary as to the legality of the securities to be registered. ^___ Filed herewith as Exhibit (d).

(e) Certificate under Rule 466. ^___ Filed herewith as Exhibit (e).

(f) Powers of Attorney for certain officers and directors and the authorized representative of the Company. ^___ Set forth on the signature pages hereto.

Item 4. UNDERTAKINGS

(a) The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.

(b) If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Deposit Agreement, dated as of April 7, 2017, by and among Azul S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 25th day of February, 2025.

	Legal entity created by the Deposit Agreement for the issuance of American Depositary Shares, each American Depositary Share representing three (3) preferred shares of Azul S.A.
	CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/ Leslie DeLuca
		Name: Leslie DeLuca
		Title: Attorney-in-Fact

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, Azul S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in São Paulo, Brazil, on February 25, 2025.

	azul s.a.
	By:	/s/ John Peter Rodgerson
		Name: John Peter Rodgerson
		Title:   Chief Executive Officer

POWERS OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of John Peter Rodgerson and Alexandre Wagner Malfitani to act as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form F-6 has been signed by the following persons in the following capacities on February 25, 2025.

Signature		Title
/s/ John Peter Rodgerson		Chief Executive Officer
John Peter Rodgerson
/s/ Alexandre Wagner Malfitani		Chief Financial Officer
Alexandre Wagner Malfitani
/s/ Elton Flavio Ribeiro		Controllership, Tax and Internal Control Director
Elton Flavio Ribeiro
/s/ David Gary Neeleman		Chairman
David Gary Neeleman
/s/ Carolyn Luther Trabuco		Director
Carolyn Luther Trabuco
		Director
Daniella Marques Consentino
/s/ Ricardo Vaze Pinto		Director
Ricardo Vaze Pinto
		Director
Gilberto de Almeida Peralta

Signature		Title
/s/ Patrick Wayne Quayle		Director
Patrick Wayne Quayle
		Director
José Mario Caprioli dos Santos
/s/ Michael Paul Lazarus		Director
Michael Paul Lazarus
/s/ Renan Chieppe		Director
Renan Chieppe
		Director
Sérgio Eraldo de Salles Pinto
/s/ Peter Allan Otto Seligmann		Director
Peter Allan Otto Seligmann
/s/ Renata Faber Rocha Ribeiro		Director
Renata Faber Rocha Ribeiro

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America of Azul S.A., has signed this registration statement or amendment thereto in New York, NY, United States of America, on February 25, 2025.

	Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
		Name: Colleen A. De Vries
		Title:   Senior Vice-President on behalf of Cogency Global Inc.

Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)(i)	Form of American Depositary Receipt
(b)	Omnibus Restricted ADS Letter Agreement
(d)	Opinion of counsel to the Depositary
(e)	Rule 466 Certification