Form SC 13G - Statement of Beneficial Ownership by Certain Investors
07 12월 2024 - 6:26AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. _)*
AZUL SA
(Name
of Issuer)
American Depositary Shares, each representing three Preferred Shares
(Title
of Class of Securities)
05501U106
(CUSIP
Number)
Long
Focus Capital Management LLC
207 Calle Del Parque
A&M
Tower, 8th Floor
San Juan, PR 00912
(787) 333-0240
(Name, Address and Telephone Number
of Person
Authorized to Receive Notices and Communications)
November 29, 2024
(Date
of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
x Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in
a prior cover page.
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).
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| CUSIP No. 05501U106 |
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13G |
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Page 2 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONG FOCUS CAPITAL MANAGEMENT, LLC
46-2772035 |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
5,632,943 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
5,632,943 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,632,943 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
IA |
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| CUSIP No. 05501U106 |
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13G |
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Page 3 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LONG FOCUS CAPITAL MASTER, LTD.
46-3004723 |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
CAYMAN ISLANDS |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
4,016,543 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
4,016,543 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,016,543 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.6% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
FI |
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| CUSIP No. 05501U106 |
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13G |
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Page 4 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CONDAGUA, LLC
47-3021161 |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE, USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
1,616,400 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
1,616,400 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,616,400 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
OO |
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| CUSIP No. 05501U106 |
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13G |
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Page 5 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
JOHN B. HELMERS |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
5,632,943 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
5,632,943 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,632,943 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 05501U106 |
|
13G |
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Page 6 of 10 Pages |
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| 1. |
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NAMES
OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
A. GLENN HELMERS |
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| 2. |
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) o
(b) x |
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| 3. |
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SEC
USE ONLY
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| 4. |
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CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
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| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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5. |
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SOLE
VOTING POWER
0 |
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6. |
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SHARED
VOTING POWER
1,616,400 |
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7. |
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SOLE
DISPOSITIVE POWER
0 |
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8. |
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SHARED
DISPOSITIVE POWER
1,616,400 |
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| 9. |
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,616,400 shares |
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| 10. |
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(see instructions) o |
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| 11. |
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
1.4% |
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| 12. |
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TYPE
OF REPORTING PERSON (see instructions)
IN |
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| CUSIP No. 05501U106 |
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13G |
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Page 7 of 10 Pages |
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Item 1.
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(a) |
Name of Issuer
AZUL SA |
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(b) |
Address
of Issuer’s Principal Executive Offices
Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor
Edifício Jatobá, Condomínio Castelo Branco Office Park
Tamboré, Barueri, State of São Paulo, Zip Code 06460-040
Federative Republic of Brazil
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Item 2.
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(a) |
Name
of Person Filing
LONG FOCUS CAPITAL MANAGEMENT, LLC
LONG FOCUS CAPITAL MASTER, LTD.
CONDAGUA, LLC
JOHN B. HELMERS
A. GLENN HELMERS
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(b) |
Address
of the Principal Office or, if none, residence
207 CALLE DEL PARQUE
A&M TOWER, 8TH FLOOR
SAN JUAN, PR 00912
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(c) |
Citizenship
Long Focus Capital Management, LLC, a Delaware single member limited liability company;
Long Focus Capital Master, LTD., a Cayman Islands limited company;
Condagua, LLC, a Delaware single member limited liability company;
John B. Helmers, a United
States citizen; and
A. Glenn Helmers, a United States citizen. |
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(d) |
Title of Class of Securities
AMERICAN DEPOSITARY SHARES |
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(e) |
CUSIP Number
05501U106 |
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| CUSIP No. 05501U106 |
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13G |
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Page 8 of 10 Pages |
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Item
3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person
filing is a:
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(a) |
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Broker or dealer registered
under section 15 of the Act (15 U.S.C. 78o). |
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(b) |
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Bank as defined in section 3(a)(6) of the
Act (15 U.S.C. 78c). |
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(c) |
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Insurance company as defined in section
3(a)(19) of the Act (15 U.S.C. 78c). |
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(d) |
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Investment company registered under section
8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). |
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(e) |
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An investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund
in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
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A parent holding company or control person
in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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Group, in accordance with §240.13d-1(b)(1)(ii)(J). |
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Item
4. Ownership.
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The information
required by Items 4(a) – (c) is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and
is incorporated herein by reference for each Reporting Person. Such information is as of the close of business on November 29,
2024.
Long Focus Capital
Management, LLC, John B. Helmers, and A. Glenn Helmers directly own no American Depositary Shares. Pursuant to an investment management
agreement, Long Focus Capital Management, LLC maintains investment and voting power with respect to the securities held by Long
Focus Capital Master, Ltd. John B. Helmers controls Long Focus Capital Management, LLC, and has investment and voting power with
respect to Condagua, LLC. A. Glenn Helmers controls Condagua, LLC.
Instruction. For
computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1).
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| CUSIP No. 05501U106 |
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13G |
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Page 9 of 10 Pages |
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Item 5. Ownership
of Five Percent or Less of a Class.
If this statement
is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following o.
Instruction. Dissolution
of a group requires a response to this item.
NOT APPLICABLE
Item 6. Ownership
of More than Five Percent on Behalf of Another Person.
NOT APPLICABLE
Item 7. Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
NOT APPLICABLE
Item 8. Identification
and Classification of Members of the Group.
NOT APPLICABLE
Item 9. Notice
of Dissolution of Group.
NOT APPLICABLE
Item 10. Certification.
| (a) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(b): |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
| (b) | The
following certification shall be included if the statement is filed pursuant to §240.13d-1(c): |
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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| CUSIP No. 05501U106 |
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13G |
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Page 10 of 10 Pages |
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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.
Date: December 6, 2024
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LONG FOCUS CAPITAL MANAGEMENT,
LLC |
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/s/ John B. Helmers |
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John B. Helmers/Managing Member |
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LONG FOCUS CAPITAL MASTER, LTD. |
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BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
ITS: INVESTMENT ADVISER |
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/s/ John B. Helmers |
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John B. Helmers/Managing Member |
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CONDAGUA, LLC |
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/s/ A. Glenn Helmers |
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A. Glenn Helmers/Managing Member |
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JOHN B. HELMERS |
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/s/ John B. Helmers John B. Helmers |
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A. GLENN HELMERS |
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/s/ A. Glenn Helmers |
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A. Glenn Helmers |
Exhibit 24
JOINT
FILING AGREEMENT
Pursuant
to Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned acknowledges and agrees that the
foregoing statement on this Schedule 13G is filed on behalf of the undersigned and that all subsequent amendments to this statement
on Schedule 13G shall be filed on behalf of the undersigned without the necessity of filing additional joint acquisition statements.
Each of the undersigned acknowledges that it shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
IN WITNESS WHEREOF, the
undersigned hereby execute this Agreement as of December 6, 2024.
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LONG FOCUS CAPITAL MANAGEMENT,
LLC |
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/s/ John
B. Helmers |
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John B. Helmers/Managing Member |
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LONG FOCUS CAPITAL MASTER, LTD. |
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BY: LONG FOCUS CAPITAL MANAGEMENT, LLC
ITS: INVESTMENT ADVISER |
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/s/ John
B. Helmers |
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John B. Helmers/Managing Member |
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CONDAGUA, LLC |
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/s/ A.
Glenn Helmers |
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A. Glenn Helmers/Managing Member |
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JOHN B. HELMERS |
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/s/ John
B. Helmers John B. Helmers |
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A. GLENN HELMERS |
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/s/ A.
Glenn Helmers |
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A. Glenn Helmers |
Azul (NYSE:AZUL)
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부터 11월(11) 2024 으로 12월(12) 2024
Azul (NYSE:AZUL)
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