Controladora Vuela (VLRS) investors commit 18.2% stake to support Viva Aerobus merger

Rhea-AI Filing Summary

Controladora Vuela Compania de Aviacion received an update from major shareholder entities affiliated with Indigo Partners and William A. Franke, who report beneficial ownership of 212,575,660 shares of Series A Common Stock, or approximately 18.2% of the class, based on 1,165,976,677 shares outstanding as of December 18, 2025. The investors hold their interests through CPOs and ADSs due to Mexican ownership rules and have no direct voting rights over those instruments. On December 18, 2025, they entered into a Voting and Support Agreement committing all of their covered shares to support a Business Combination Agreement under which Grupo Viva Aerobus, S.A. de C.V. will merge into the issuer, with the issuer surviving. Until that agreement terminates under specified conditions, they agree to vote in favor of the merger-related matters and against competing transactions, and to restrict transfers, tenders, and other dispositions of their covered shares.

Insights

Equity ownership and M&A specialist

Large VLRS holder commits its 18.2% stake to support a merger.

The disclosure shows Indigo-affiliated entities and William A. Franke beneficially owning 212,575,660 shares of Series A Common Stock, or about 18.2% of the class, based on 1,165,976,677 shares outstanding as of December 18, 2025. Because Mexican law restricts direct ownership, these positions are held via CPOs and ADSs, and the investors do not directly vote those instruments.

The key development is the Voting and Support Agreement tied to a Business Combination Agreement under which Grupo Viva Aerobus, S.A. de C.V. will merge into the issuer, with the issuer as the surviving entity. The reporting persons agree to cause all covered shares to be counted toward quorum and to vote in favor of adopting and approving the merger and related transactions, and against alternative business combinations or proposals that could impede the deal, until the agreement terminates under specified triggers.

The agreement also limits transfers, voting arrangements, and tenders of the covered shares unless consented to by the issuer and PrivateCo, which helps keep this large block aligned with the merger terms. Termination rights for the reporting persons exist if the transaction documents are modified in ways detrimental to them or their post-merger position changes adversely, including dilution or governance changes, so future disclosures around any amendments to the Business Combination Agreement or governance documents will shape how durable this support remains.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Controladora Vuela Compania de Aviacion, S.A.B. de C.V.

(Name of Issuer)

Series A Common Stock

(Title of Class of Securities)

21240E105

(CUSIP Number)

William A. Franke
c/o Indigo Partners LLC, 2525 E. Camelback Road, Suite 900
Phoenix, AZ, 85016
602-224-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

12/18/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 21240E105

1

Name of reporting person

Long Bar LatAM LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,575,660.00

11

Aggregate amount beneficially owned by each reporting person

182,575,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 21240E105

1

Name of reporting person

Indigo Mexico Cooperatief U.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NETHERLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,575,660.00

11

Aggregate amount beneficially owned by each reporting person

182,575,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.7 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 21240E105

1

Name of reporting person

Indigo LatAm LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,575,660.00

11

Aggregate amount beneficially owned by each reporting person

182,575,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 21240E105

1

Name of reporting person

Long Bar LatAm II LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 182,575,660.00

11

Aggregate amount beneficially owned by each reporting person

182,575,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.7 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP No. 21240E105

1

Name of reporting person

Indigo Mexico LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 30,000,000.00

11

Aggregate amount beneficially owned by each reporting person

30,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.6 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP No. 21240E105

1

Name of reporting person

FRANKE WILLIAM A

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 212,575,660.00

11

Aggregate amount beneficially owned by each reporting person

212,575,660.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.2 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Series A Common Stock
(b)	Name of Issuer: Controladora Vuela Compania de Aviacion, S.A.B. de C.V.
(c)	Address of Issuer's Principal Executive Offices: Av. Antonio Dovali Jaime No. 70, 13 Floor Tower B, Colonia Zedec Santa Fe, Mexico City, MEXICO , 01210.
Item 1 Comment: Explanatory Note This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the "SEC") on February 16, 2021 (as amended to date, the "Schedule 13D"), relating to the Series A Common Stock (the "Series A Common Stock"), of Controladora Vuela Compania de Aviacion, S.A.B. de C.V., a sociedad anonima bursatil de capital variable organized under the laws of the United Mexican States (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D.
Item 4.	Purpose of Transaction
	Board Representatives Brian Franke, a principal at Indigo Partners LLC, and Andrew Broderick, a Managing Director of Indigo Partners LLC, are each affiliated with the Reporting Persons and serve as members of the Issuer's board of directors. Voting and Support Agreement On December 18, 2025, the Issuer and Grupo Viva Aerobus, S.A. de C.V. ("PrivateCo") entered into a business combination agreement (the "Business Combination Agreement"), pursuant to which, among other things, (i) PrivateCo will be merged with and into the Issuer, (ii) the separate corporate existence of PrivateCo will thereupon cease and (iii) the Issuer will continue as the surviving entity (the "Merger"). In connection with the signing of the Business Combination Agreement, on December 18, 2025, the Reporting Persons entered into a voting and support agreement with PrivateCo and the Issuer (the "Voting and Support Agreement"), with respect to all shares of the Issuer's Class I or Class II Series A Common Stock, whether held directly or through Ordinary Participation Certificates ("CPOs") or American Depositary Shares ("ADSs"), beneficially owned by the Reporting Persons and their respective affiliates, as set forth in the schedule to the Voting and Support Agreement (the "Owned Shares"), as well as any additional securities acquired by the Reporting Person or their respective affiliates prior to the consummation of the Merger (the "Additional Owned Shares," and together with the Owned Shares, the "Covered Shares"). Pursuant to the Voting and Support Agreement, the Reporting Persons have irrevocably and unconditionally agreed to, among other things, prior to the valid termination of the Voting and Support Agreement, (a) appear at each applicable meeting of the Issuer's shareholders or otherwise cause all Covered Shares to be counted as present thereat for purposes of calculating a quorum and (b) vote (or cause to be voted) all Covered Shares, or, in lieu of a meeting, execute and deliver a written consent (or cause a written consent to be executed and delivered), covering all Covered Shares: (i) in favor of the adoption, approval and authorization of the Business Combination Agreement, the Merger and the other transactions contemplated by the Business Combination Agreement; (ii) in favor of any adjournment or postponement recommended by the Issuer with respect to such shareholder meeting; (iii) against any Acquisition Proposal (as defined in the Business Combination Agreement), except as otherwise permitted under the Business Combination Agreement; (iv) against any other business combination agreement or merger, consolidation, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by the Issuer, in each case except as consented to by PrivateCo or as expressly permitted by the Business Combination Agreement; and (v) against any proposal, action or agreement submitted to the Issuer's shareholders that is intended to (A) materially impede, frustrate, interfere with, delay, postpone, prevent or otherwise impair the Merger or the other transactions contemplated by the Business Combination Agreement or (B) result in any of the conditions set forth in Article VII of the Business Combination Agreement not being fulfilled. In addition, except as specifically permitted by the Voting and Support Agreement, the Reporting Persons agreed to not, directly or indirectly, prior to the valid termination of the Voting and Support Agreement, (i) offer to Transfer (as defined in the Voting and Support Agreement), Transfer or consent to any Transfer of any or all of the Covered Shares or the beneficial ownership thereof without the prior written consent of the Issuer and PrivateCo, (ii) enter into any contract, option or other agreement or understanding with respect to any Transfer of any or all Covered Shares or any beneficial ownership thereof, (iii) tender any Covered Shares into any tender or exchange offer, (iv) deposit any or all of the Covered Shares into a voting trust or enter into a voting agreement or arrangement with respect to any or all of the Covered Shares, (v) grant any proxy, power-of-attorney or other authorization or consent in or with respect to any or all of the Covered Shares that is inconsistent with the voting agreements described above, or (vi) commit or agree to take any of the foregoing actions. The Voting and Support Agreement will terminate upon the earliest of, among other occurrences: (i) the adoption, approval and authorization of the Business Combination Agreement, the Merger and the other transactions contemplated by the Business Combination Agreement, (ii) the valid termination of the Business Combination Agreement, (iii) the mutual written agreement of the parties to terminate the Voting and Support Agreement, (iv) at the sole election of the Reporting Persons following any amendment or modification to the Business Combination Agreement, Shareholders Agreement (as defined in the Business Combination Agreement), the bylaws of the Issuer following the Merger or the other documents contemplated by the Business Combination Agreement or Merger that is detrimental to the Issuer or the Reporting Persons and to which the Reporting Persons did not provide written consent or (e) at the sole election of the Reporting Persons following an adverse change in the Reporting Persons' position with respect to the Issuer following the Merger, including, but not limited to, dilution of the Reporting Persons' ownership in the Issuer following the Merger and change in the Reporting Persons' governance rights. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5.	Interest in Securities of the Issuer
(a)	The ownership information presented herein represents beneficial ownership of Series A Common Stock as of the date hereof, based on 1,165,976,677 shares of Series A Common Stock outstanding as of December 18, 2025, as provided by the Issuer. Pursuant to the Issuer's bylaws, the Series A Common Stock can only be owned directly by Mexican individuals or entities controlled by Mexican individuals. As a result, the Reporting Persons hold their Series A Common Stock through Ordinary Participation Certificates ("CPOs") or ADSs. The Reporting Persons do not have the right to vote the ADSs or CPOs. The amount of securities beneficially owned includes: (i) 135,974,070 shares of Series A Common Stock (deposited in the CPO trust) held of record by Indigo LatAm LP; (ii) 4,229,270 shares of Series A Common (deposited in the CPO trust) held of record by Long Bar LatAm, LLC; (iii) 178,220 shares of Series A Common Stock (deposited in the CPO trust) held of record by Long Bar LatAm II LP; (iv) 42,194,100 shares of Series A Common Stock (deposited in the CPO trust) held of record by Indigo Mexico Cooperatief U.A.; and (v) 30,000,000 shares of Series A Common Stock underlying 3,000,000 ADSs held of record by Indigo Mexico LLC. In addition, each of Indigo LatAm LP, Long Bar LatAm, LLC, Long Bar LatAm II LP and Indigo Mexico Cooperatief U.A. is the beneficial owner of approximately 15.7% of the outstanding Series A Common Stock. Indigo Mexico LLC is the beneficial owner of approximately 2.6% of the outstanding Series A Common Stock. Mr. Franke is the beneficial owner of approximately 18.2% of the outstanding Series A Common Stock. William A. Franke is the managing member of a fund that is the general partner of Indigo Mexico Cooperatief U.A, and is the indirect manager of the funds of Long Bar LatAm, LLC, Indigo LatAm LP, Long Bar LatAm II LP, and Indigo Mexico LLC, and as such, he may be deemed to have voting and dispositive power over the securities reported herein. Mr. Franke disclaims any such beneficial ownership.
(b)	The information presented on the cover pages herein are incorporated by reference into this Item 5(b).
(c)	Except as otherwise disclosed in this Amendment No. 1, during the past 60 days, none of the Reporting Persons effected any transactions in the Series A Common Stock.
(d)	None.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 above summarizes certain provisions of the Voting and Support Agreement and is incorporated herein by reference. A copy of the Voting and Support Agreement is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Voting and Support Agreement, dated December 18, 2025.

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.

Long Bar LatAM LLC

Signature:	/s/ William A. Franke
Name/Title:	William A. Franke, Member
Date:	12/22/2025

Indigo Mexico Cooperatief U.A.

Signature:	/s/ William A. Franke
Name/Title:	William A. Franke, Authorized Signatory
Date:	12/22/2025

Indigo LatAm LP

Signature:	/s/ William A. Franke
Name/Title:	William A. Franke, President and Chief Executive Officer
Date:	12/22/2025

Long Bar LatAm II LP

Signature:	By: Indigo LatAm Management LLC, its general partner, /s/ William A. Franke
Name/Title:	William A. Franke, Member
Date:	12/22/2025

Indigo Mexico LLC

Signature:	By: Indigo Partners Management III LLC, its managing member, Indigo Partners III LLC, its managing member, /s/ William A. Franke
Name/Title:	William A. Franke, Managing Member
Date:	12/22/2025

FRANKE WILLIAM A

Signature:	/s/ William A. Franke
Name/Title:	William A. Franke
Date:	12/22/2025

FAQ

How much of Controladora Vuela Compania de Aviacion (VLRS) does William A. Franke beneficially own?

William A. Franke is reported as the beneficial owner of approximately 18.2% of the outstanding Series A Common Stock, representing 212,575,660 shares based on 1,165,976,677 shares outstanding as of December 18, 2025. His stake is held indirectly through several Indigo- and Long Bar–affiliated entities.

What ownership stakes do the Indigo and Long Bar entities report in VLRS Series A Common Stock?

Indigo LatAm LP, Long Bar LatAm LLC, Long Bar LatAm II LP, and Indigo Mexico Cooperatief U.A. each report beneficial ownership of 182,575,660 shares, or about 15.7% of the Series A Common Stock. Indigo Mexico LLC reports 30,000,000 shares, or about 2.6%, underlying 3,000,000 ADSs.

How many VLRS Series A shares are outstanding in this disclosure?

The ownership calculations are based on 1,165,976,677 shares of Series A Common Stock outstanding as of December 18, 2025, as provided by the issuer. All reported percentage holdings use this share count as the reference base.

What is the Business Combination Agreement involving Controladora Vuela and Grupo Viva Aerobus?

On December 18, 2025, the issuer and Grupo Viva Aerobus, S.A. de C.V. entered into a Business Combination Agreement under which PrivateCo will be merged with and into the issuer. PrivateCo’s separate existence will cease and the issuer will continue as the surviving entity, subject to the terms and conditions of that agreement.

What does the Voting and Support Agreement require from the reporting holders of VLRS?

Under the Voting and Support Agreement dated December 18, 2025, the reporting persons agree to cause all their covered shares to be present for quorum and to vote in favor of adopting, approving, and authorizing the Business Combination Agreement, the merger, and related transactions. They also agree to vote against competing acquisition proposals and other actions that would impede or frustrate the merger, until the agreement terminates under specified conditions.

Are the Indigo-affiliated holders free to sell or transfer their VLRS shares before the merger closes?

Except as specifically permitted by the Voting and Support Agreement, the reporting persons agree not to offer, transfer, or consent to transfers of their covered shares, enter into transfer-related contracts, tender into other offers, place shares into a voting trust, or grant inconsistent proxies without prior written consent from the issuer and PrivateCo, until the agreement terminates.

When can the Voting and Support Agreement for VLRS terminate for the reporting persons?

The agreement may terminate upon events including adoption and approval of the Business Combination Agreement and merger, valid termination of that agreement, mutual written termination by the parties, or at the reporting persons’ election after detrimental amendments to key documents or an adverse change in their post-merger position, such as ownership dilution or governance changes.