Post-Effective Registration for Depository Shares (Form F-6 POS)

As filed with the Securities and Exchange Commission on December 22, 2025

Registration No. 333 -285238

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

POST-EFFECTIVE AMENDMENT NO. 1 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:

Manuel Garciadiaz, Esq. Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

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: ☐

__________________________________

The Registrant hereby amends this Post-Effective Amendment No. 1 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. 1 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. 1 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. 1 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 (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).

Item Number and Caption				Location in Form of American Depositary Receipt ("Receipt") Filed Herewith as Prospectus
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt - Paragraphs (2), (3), (4), (6), (7), (10), and (11).
	(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 to the form of Amendment No. 1 to Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 1 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. 1 to Deposit Agreement, by and between Azul S.A. (the "Company"), Citibank, N.A. (the "Depositary"), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ___ Filed herewith as Exhibit (a)(i).

(a)(ii)

Deposit Agreement, dated as of April 7, 2017, by and among the Company, 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)(i)

Omnibus Restricted ADS Letter Agreement, dated as of February 21, 2025, by and between the Company and the Depositary - Previously filed as Exhibit (b) to the Registration Statement on Form F-6, Reg. No. 333-285238, filed on February 25, 2025, and incorporated herein by reference.

(b)(ii)

Lessor Equity Restricted ADS Series Supplement, dated as of April 3, 2025, by and between the Company and the Depositary ___ Filed herewith as Exhibit (b)(ii).

(b)(iii)

Form of Letter Agreement, 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. ___ Filed herewith as Exhibit (b)(iii).

(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, 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, as amended and supplemented, 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. 1 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 22^nd day of December, 2025.

	Legal entity created by the Deposit Agreement for the issuance of American Depositary Shares, each American Depositary Share representing the right to receive one (1) Share Unit and each Share Unit representing the right to receive 50,000 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 Post-Effective Amendment No. 1 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in São Paulo, Brazil, on December 22, 2025.

	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. 1 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on December 22, 2025.

Signature		Title
/s/John Peter Rodgerson		Chief Executive OfficerChief Executive Officer
John Peter Rodgerson		(Principal Executive Officer(s))
*		Chief Financial and Investor Relations Officer
Alexandre Wagner Malfitani		(Principal Financial Officer(s))
		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
		Director
José Mario Caprioli dos Santos
		Director
James Jason Grant
		Director
Jonathan Seth Zinman

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

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 December 22, 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 Amendment No. 1 to Deposit Agreement
(b)(ii)	Lessor Equity Restricted ADS Series Supplement
(b)(iii)	Form of Letter Agreement

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