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, 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 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.
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”) | |||
| 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”) | |||
| (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.
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 |