Long Focus Capital Management, LLC and John Helmers filed a Schedule 13G for Azul S.A. American Depositary Shares (CUSIP 05501U106). The filing states that as of the close of business on June 30, 2025 they directly own 0 ADS (0%). Long Focus, identified as an investment adviser, maintains voting and dispositive power over securities held in its clients' accounts, and John Helmers controls the firm. The filing notes the reported securities were purchased on behalf of clients and that no single client owns more than 5%. The form is signed by John Helmers on August 14, 2025.
Positive
Clear disclosure of reporting parties: Long Focus Capital Management, LLC and John Helmers.
Reported 0 ADS (0%) beneficial ownership as of June 30, 2025, providing transparent status.
States securities held for clients and that no single client owns more than 5% of the class.
Negative
None.
Insights
TL;DR: Routine Schedule 13G; no beneficial stake reported (0 ADS, 0%), holdings are client-managed.
The filing is a standard disclosure showing Long Focus and John Helmers report no direct beneficial ownership of Azul ADS as of 06/30/2025. Material metrics: 0 ADS (0%) reported on the cover page. It clarifies Long Focus acts as an investment adviser with voting and dispositive power over client accounts and that no client holds more than 5% of the class. For investors, this is a neutral, compliance-focused filing rather than evidence of an active stake or control intent.
TL;DR: Disclosure confirms advisory control without ownership; limited governance implications.
The document notes Long Focus retains voting/dispositive authority over client accounts while reporting 0 ADS beneficially owned. John Helmers is identified as the controlling person of the adviser. Because no client owns >5% and the filer reports ordinary-course acquisition intent, there are no immediate governance or control-change signals in this filing. This is a routine transparency filing under Schedule 13G.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AZUL SA
(Name of Issuer)
AMERICAN DEPOSITARY SHARES
(Title of Class of Securities)
05501U106
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
05501U106
1
Names of Reporting Persons
LONG FOCUS CAPITAL MANAGEMENT, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
05501U106
1
Names of Reporting Persons
JOHN HELMERS
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
AZUL SA
(b)
Address of issuer's principal executive offices:
Avenida Marcos, 8th floor, Branco Office Park, Federative Republic of Brazil
Item 2.
(a)
Name of person filing:
LONG FOCUS CAPITAL MANAGEMENT LLC
JOHN HELMERS
(b)
Address or principal business office or, if none, residence:
207 CALLE DEL PARQUE
A&M TOWER, 8TH FLOOR SAN JUAN, PR 00912
(c)
Citizenship:
Long Focus Capital Management, LLC, a Delaware single member limited liability company; and
John Helmers, a United States citizen.
(d)
Title of class of securities:
AMERICAN DEPOSITARY SHARES
(e)
CUSIP No.:
05501U106
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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row (9) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on June 30, 2025.
Long Focus Capital Management, LLC and John Helmers directly own no American Depositary Shares. Pursuant to investment management agreements with its clients, Long Focus Capital Management, LLC maintains dispositive and voting power with respect to the securities held in its clients' accounts. John Helmers controls Long Focus Capital Management, LLC.
(b)
Percent of class:
The information required by Item 4(b) is set forth in Row (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on June 30, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row (5) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on June 30, 2025.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row (6) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on June 30, 2025.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row (7) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on June 30, 2025.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row (8) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on June 30, 2025.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
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.
[ ] Not Applicable
Securities reported on this statement on Schedule 13G as being beneficially owned by Long Focus Capital Management, LLC were purchased on behalf of its clients and no one client owns more than 5 percent of a class of such securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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