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

As filed with the Securities and Exchange Commission on September 4, 2026

Registration No. 333-219600

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

______________

AXIA ENERGIA 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)

______________

Corporation Service Company

19 West 44th Street, Suite 200,

New York, NY 10036

(800) 927 9801 (Address, including zip code, and telephone number, including area code, of agent for service)

____________________________________

Copies to:

David S. Bakst, Esq. Elizabeth C. Walsh, Esq. Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020 (212) 506-2275

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 one (1) common share, no par value, of AXIA Energia S.A. (the "Company")	N/A	N/A	N/A	N/A

*	Each 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 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 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 on Form F-6 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 Receipt 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 (16) and (17).
	(iii)	The collection and distribution of dividends		Reverse of Receipt - Paragraph (14).
	(iv)	The transmission of notices, reports and proxy soliciting material		Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraphs (16) and (17).
	(v)	The sale or exercise of rights		Reverse of Receipt - Paragraphs (14) and (16).
	(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 (14) and (18).
	(vii)	Amendment, extension or termination of the deposit agreement		Reverse of Receipt - Paragraphs (22) and (23) (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 (13).
	(ix)	Restrictions upon the right to deposit or withdraw the underlying securities		Face of Receipt - Paragraphs (2), (3), (4), (6), (8), (9) and (10). Reverse of Receipt - Paragraph (24).

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 - Paragraphs (7) and (12); Reverse of Receipt - Paragraphs (14), (15), (18), (19), (20) and (23).
3.	Fees and charges, which may be imposed directly or indirectly on holders of ADSs			Face of Receipt - Paragraphs (8) and (11). Reverse of Receipt - Paragraph (22).
Item 2		AVAILABLE INFORMATION

The Company has in the past been subject to the periodic reporting requirements of the Exchange Act, and has filed certain reports with, and submitted certain information to, the United States Securities and Exchange Commission (the "Commission"), which reports can be retrieved from the Commission's internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15F ("Form 15F") with the Commission to terminate the registration of its securities under the Exchange Act and its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon filing of Form 15F, the Company's obligation under the Exchange Act to file or submit reports required under Sections 13(a) or 15(d) of the Exchange Act was suspended. Upon effectiveness of Form 15F, the Company's duty to file or submit reports under Sections 13(a) and 15(d) of the Exchange Act will terminate. Pursuant to Rule 12g3-2(b)(1) promulgated under the Exchange Act, the Company is exempt from the reporting obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) and to maintain the exemption from registration, the Company publishes in English the information contemplated in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website (https://axia.com.br/en/) or through an electronic information delivery system generally available to the public in the Company's primary trading market. The information so published by the Company cannot be retrieved from the Commission's internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15F does not become effective, the Company will again be subject to the periodic reporting requirements of the Exchange Act and will be required to file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission's internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission.

PROSPECTUS

The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amendment No. 2 to the Second Amended and Restated 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 the Second Amended and Restated Deposit Agreement, by and among AXIA Energia 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 the Second Amended and Restated Deposit Agreement, dated as of June 14, 2022, 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)	Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the "Deposit Agreement"). ____ Previously filed as Exhibit (a)(ii) to Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-219600), filed with the Commission on May 26, 2022, and incorporated herein by reference.
	(b)	Letter Agreement, dated May 27, 2026, by and between the Depositary and the Company. ____ 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. ____ Previously filed as Exhibit (d) to Registration Statement on Form F-6 (Reg. No. 333-219600), filed with the Commission on August 1, 2017, and incorporated herein by reference.
	(e)	Certificate under Rule 466. ____ None.
	(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 Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, by and among AXIA Energia S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares 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 4th day of September, 2026.

	Legal entity created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) common share, without par value, of AXIA Energia 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, AXIA Energia 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 the city of Rio de Janeiro, Brazil, on September 4, 2026.

	AXIA ENERGIA S.A.
	By:	/s/ Ivan Souza Monteiro
		Name: Ivan Souza Monteiro
		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 Ivan Souza Monteiro and Eduardo Haiama to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her 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 s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her 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 Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on September 4, 2026.

Signature		Title
/s/ Ivan Souza Monteiro		Chief Executive Officer
Ivan Souza Monteiro
/s/ Eduardo Haiama		Executive Vice-President of Finance and Investor Relations
Eduardo Haiama
/s/ Vicente Falconi Campos		Chairman of the Board of Directors
Vicente Falconi Campos
/s/ Carlos Márcio Ferreira		Member of the Board of Directors
Carlos Márcio Ferreira
/s/ Felipe Villela Dias		Member of the Board of Directors
Felipe Villela Dias
		Member of the Board of Directors
José João Abdalla Filho
/s/ Marisete Fátima Dadald Pereira		Member of the Board of Directors
Marisete Fátima Dadald Pereira

Signature		Title
/s/ Pedro Batista de Lima Filho		Member of the Board of Directors
Pedro Batista de Lima Filho
/s/ Ana Silvia Corso Matte		Member of the Board of Directors
Ana Silvia Corso Matte
		Member of the Board of Directors
Maurício Tiomno Tolmasquim
		Member of the Board of Directors
Nelson José Hubner Moreira
		Member of the Board of Directors
Silas Rondeau Cavalcante Silva

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 the city of New York, New York on September 4, 2026.

	Corporation Service Company
	Authorized U.S. Representative
	By:	/s/ Shyla Hill
	Name:	Shyla Hill
	Title:	Service of Process Officer

Index to Exhibits

Exhibit	Document	Sequentially Numbered Page
(a)(i)	Form of Amendment No. 2 to Second Amended and Restated Deposit Agreement
(a)(ii)	Amendment No. 1 to Second Amended and Restated Deposit Agreement
(b)	Letter Agreement

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