Form F-6 POS AZUL SA Filed by: Citibank,N.A./ADR

 

As filed with the Securities and Exchange Commission on April 3, 2026

Registration No. 333-292373

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 __________________________________

 

POST-EFFECTIVE AMENDMENT NO. 2 TO 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, 18th 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 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 ADS Unit*	Proposed Maximum Aggregate Offering Price**	Amount of Registration Fee
American Depositary Shares (“ADS(s)”), each ADS representing the right to receive two (2) common shares of Azul S.A. (the “Company”)	N/A	N/A	N/A	N/A

*	Each ADS Unit represents 100 ADSs.
**	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.
	The Registrant hereby amends this Post-Effective Amendment No. 2 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 2 to Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 2 to Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

This Post-Effective Amendment No. 2 to 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.

 

  

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 (17) and (18).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (15).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt  - Paragraph (14); Reverse of Receipt - Paragraph (18).
	(v)	The sale or exercise of rights		Reverse of Receipt – Paragraphs (15) and (17).
	(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 (15) and (17).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (23) and (24) (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 (14).
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt – Paragraphs (2), (3), (4), (6), (7), (9) and (10).

 

 

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 (8); Reverse of Receipt - Paragraphs (20) and (21).
3.	Fees and charges which may be imposed directly or indirectly on holders of ADSs			Face of Receipt - Paragraph (11).
Item 2.		AVAILABLE INFORMATION		Face of Receipt - Paragraph (14).

 

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.

 

 

PROSPECTUS

 

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the Form of Amendment No. 2 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 2 to 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 Amendment No. 2 to Deposit Agreement, by and among Azul S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i).

 

(a)(ii)

Amendment No. 1 to Deposit Agreement, dated as of February 11, 2026, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(ii).

 

(a)(iii)

Deposit Agreement, dated as of January 5, 2026, by and among the Company, the Depositary, and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (“Deposit Agreement”). ___ Previously filed as Exhibit (a)(ii) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference.

 

(b)(i)

Omnibus Restricted ADS Letter Agreement, dated as of January 5, 2026, by and between the Company and the Depositary. ___ Previously filed as Exhibit (b)(i) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference.

 

(b)(ii)

Letter Agreement, dated as of January 5, 2026, by and between the Company and the Depositary, with respect to the Public Equitization Offer by the Company in the context of the Joint Chapter 11 Plan of Reorganization of the Company. ___ Previously filed as Exhibit (b)(ii) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference.

 

(b)(iii)

Equitization Restricted ADS Series Supplement, dated as of January 5, 2026, by and between the Company and the Depositary, with respect to the Public Equitization Offer by the Company in the context of the Joint Chapter 11 Plan of Reorganization of the Company. ___ Previously filed as Exhibit (b)(iii) to the Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-292373) filed on January 26, 2026, and incorporated herein by reference.

 

(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. ___ None.

 

(e)

Certificate under Rule 466. ___ None.

 

(f)

Powers of Attorney for certain officers and directors and the authorized representative of the Company. ___ None.

 

 

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, by and among Azul S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares to be issued thereunder, as amended, 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 Post-Effective Amendment No. 2 to 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 3rd day of April, 2026.

 

	Legal entity created by the Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing the right to receive two (2) common shares of Azul S.A.
	CITIBANK, N.A., solely in its capacity as Depositary
	By:	/s/ Joseph Connor
		Name:  Joseph Connor
		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 Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in São Paulo, Brazil, on April 3, 2026.

 

	AZUL S.A.
	By:	/s/ John Peter Rodgerson
		Name:  John Peter Rodgerson
		Title:    Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on April 3, 2026.

 

Signature		Title
/s/ John Peter Rodgerson		Chief Executive Officer and Director
John Peter Rodgerson
(Principal Executive Officer and Director)
*		Chief Financial and Investor Relations Officer
Alexandre Wagner Malfitani
(Principal Financial Officer)
*		Controller
Ricardo Luiz Temer Mariano
(Principal Accounting Officer/Controller)
*		Chairman
David Gary Neeleman
*		Director
Sérgio Eraldo de Salles Pinto
*		Director
Gilberto de Almeida Peralta
*		Director
Daniella Marques Consentino
*		Director
Renata Faber Rocha Ribeiro
*		Director
Patrick Wayne Quayle

 

*
By:	/s/ John Peter Rodgerson
Name:	John Peter Rodgerson
Title:	Attorney-in-fact

 

  

SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT

 

Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in New York, New York on April 3, 2026.

 

	Cogency Global Inc.
	/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 Amendment No. 2 to Deposit Agreement
(a)(ii)	Amendment No. 1 to Deposit Agreement

 

II-7

 

ATTACHMENTS / EXHIBITS

e665325_ex99-ai.htm

e665325_ex99-aii.htm

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