🧾 What This Document Is

This is an F-6 POS filing. It's a "post-effective amendment" to a registration statement for American Depositary Shares (ADSs). Think of it as an official update to the legal "rulebook" that governs how Azul's shares trade in the U.S.

🏢 What The Company Does

👉 In simple terms, Azul S.A. (AZSAY) is a major airline based in Brazil. It's like the Southwest or JetBlue of Brazil, connecting many domestic cities and also flying internationally. This filing affects how U.S. investors own a piece of the company.

🚀 Key Move: The Ratio Change

The core action here is a reverse stock split for the ADS program.

• Old Ratio: 1 ADS represented the right to receive 500,000 underlying Brazilian shares.
• New Ratio: 1 ADS will now represent the right to receive just 2 underlying Brazilian shares.

👉 Why it matters: This change dramatically increases the "value" per ADS on paper. It doesn't change the fundamental value of your investment, but it consolidates many tiny ownership units into fewer, higher-priced ones. This is often done to make the ADS price appear more substantial, potentially attracting different types of investors and improving trading liquidity.

💰 Financial & Operational Implications

The change is mechanical and doesn't directly impact Azul's cash, revenue, or profits. However, it has operational effects:

• For ADS Holders: Your number of ADSs will decrease by a factor of 250,000 (500,000 ÷ 2). If you owned 250,000 ADSs before, you'd own 1 ADS after the change. The total value should remain roughly the same, adjusted for market movement.
• For the Company: This is part of maintaining its U.S. listing. It simplifies the ADR structure and could be a step toward better aligning its share structure for global investors.

📦 The Legal Mechanics

This amendment updates the Deposit Agreement with Citibank, N.A., the depositary bank that manages the ADS program. It legally binds all current and future ADS holders to the new ratio. The company also agrees to cover the depositary's costs for making this change.

🔮 What's Next

• New ADRs: Citibank will print new ADR certificates reflecting the change.
• Surrender & Exchange: Holders of old paper ADRs are requested to surrender them for new ones. Most investors hold electronically through brokers, so this will happen automatically.
• Notification: The depositary will send a formal notice to all holders explaining the change.

⚖️ Big Picture

• 👍 Strengths: This is a routine, procedural update. It demonstrates the company is active in managing its U.S. share structure. A higher per-ADS price can sometimes reduce stock price volatility and make the security more attractive to institutional investors.
• ⚠️ Risks: This is not a "stock split" in the traditional sense where you get more shares. It's purely a consolidation of the ADS representation. The underlying economics of your investment don't change. The primary risk is confusion for investors who don't understand the ratio change is happening.

🧠 The Analogy

Imagine you have a large pizza (the company's total value) cut into 500,000 incredibly tiny slices. The "ADS ratio" is the deal you have: one ticket (1 ADS) gets you 500,000 of those tiny slices. Now, the company changes the deal: one ticket gets you just 2 slices, but those 2 slices are much bigger. You end up with the same amount of pizza, just with fewer, more manageable tickets and bigger slices per ticket.

📇 Key Contacts & People

• Company: Azul S.A. (a sociedade por ações organized under the laws of Brazil)
• Depositary: Citibank, N.A. (Principal Office: 388 Greenwich Street, New York, New York 10013, U.S.A.)
• Custodian: Banco Bradesco S.A. (in Brazil)

🧩 Final Takeaway

Azul is executing a reverse split of its U.S.-traded ADSs, changing the ratio from 1 ADS = 500,000 shares to 1 ADS = 2 shares. This is a housekeeping move to make its ADS program more standard and investor-friendly, not a change to the company's underlying business or value.