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    Amendment: SEC Form SCHEDULE 13D/A filed by Controladora Vuela Compania de Aviacion S.A.B. de C.V.

    12/22/25 4:47:55 PM ET
    $VLRS
    Air Freight/Delivery Services
    Consumer Discretionary
    Get the next $VLRS alert in real time by email



    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. Checkbox checked

    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
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    182,575,660.00
    11Aggregate amount beneficially owned by each reporting person

    182,575,660.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    15.7 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    21240E105


    1 Name of reporting person

    Indigo Mexico Cooperatief U.A.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    NETHERLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    182,575,660.00
    11Aggregate amount beneficially owned by each reporting person

    182,575,660.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    15.7 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    21240E105


    1 Name of reporting person

    Indigo LatAm LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    CAYMAN ISLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    182,575,660.00
    11Aggregate amount beneficially owned by each reporting person

    182,575,660.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    15.7 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    21240E105


    1 Name of reporting person

    Long Bar LatAm II LP
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    CAYMAN ISLANDS
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    182,575,660.00
    11Aggregate amount beneficially owned by each reporting person

    182,575,660.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    15.7 %
    14Type of Reporting Person (See Instructions)

    PN



    SCHEDULE 13D

    CUSIP No.
    21240E105


    1 Name of reporting person

    Indigo Mexico LLC
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    30,000,000.00
    11Aggregate amount beneficially owned by each reporting person

    30,000,000.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    2.6 %
    14Type of Reporting Person (See Instructions)

    OO



    SCHEDULE 13D

    CUSIP No.
    21240E105


    1 Name of reporting person

    FRANKE WILLIAM A
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    212,575,660.00
    11Aggregate amount beneficially owned by each reporting person

    212,575,660.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    18.2 %
    14Type 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
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    MEXICO CITY, April 8, 2022 /PRNewswire/ -- Volaris* (NYSE:VLRS, BMV:VOLAR), announces a summons for the general ordinary annual shareholders' meeting to be held on April 26, 2022. Under Mexican law Volaris needs to hold a general ordinary shareholders' meeting at least once a year in respect of general corporate matters. A courtesy English translation of this year's shareholders' meeting agenda is attached as exhibit. The information included in this report has not been audited and it does not provide information on the company's future performance. Volaris' future performance

    4/8/22 12:00:00 PM ET
    $VLRS
    Air Freight/Delivery Services
    Consumer Discretionary

    Volaris Announces The Appointment Of Chief Legal Officer

    MEXICO CITY, June 4, 2021 /PRNewswire/ -- Controladora Vuela Compañía de Aviación, S.A.B. de C.V. ("Volaris" or the "Company") (NYSE: VLRS and BMV: VOLAR), an ultra-low-cost airline serving Mexico, the United States of America and Central America, announces the appointment of José Alejandro de Iturbide Gutiérrez as Chief Legal Officer of Volaris, effective as of June 16, 2021, reporting directly to Mr. Enrique Javier Beltranena Mejicano, President and Chief Executive Officer of Volaris. Alejandro de Iturbide has extensive experience in the legal field, having previously served as General Counsel, Managing Director and Secretary of the Board of Directors of Grupo Financiero Citibanamex, havin

    6/4/21 5:00:00 PM ET
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    $VLRS
    Large Ownership Changes

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    SEC Form SC 13G/A filed by Controladora Vuela Compania de Aviacion S.A.B. de C.V. (Amendment)

    SC 13G/A - Controladora Vuela Compania de Aviacion, S.A.B. de C.V. (0001520504) (Subject)

    2/14/24 4:33:00 PM ET
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    Air Freight/Delivery Services
    Consumer Discretionary

    SEC Form SC 13G/A filed by Controladora Vuela Compania de Aviacion S.A.B. de C.V. (Amendment)

    SC 13G/A - Controladora Vuela Compania de Aviacion, S.A.B. de C.V. (0001520504) (Subject)

    2/23/22 4:49:58 PM ET
    $VLRS
    Air Freight/Delivery Services
    Consumer Discretionary

    SEC Form SC 13G/A filed

    SC 13G/A - Controladora Vuela Compania de Aviacion, S.A.B. de C.V. (0001520504) (Subject)

    2/16/21 11:34:22 AM ET
    $VLRS
    Air Freight/Delivery Services
    Consumer Discretionary