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).
| CUSIP No. 05501U106 | 13G | Page 2 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONG FOCUS CAPITAL MANAGEMENT, LLC 46-2772035 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE, USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 5,632,943 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 5,632,943 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,632,943 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IA |
|||
| CUSIP No. 05501U106 | 13G | Page 3 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) LONG FOCUS CAPITAL MASTER, LTD. 46-3004723 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION CAYMAN ISLANDS |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 4,016,543 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 4,016,543 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,016,543 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.6% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) FI |
|||
| CUSIP No. 05501U106 | 13G | Page 4 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) CONDAGUA, LLC 47-3021161 |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION DELAWARE, USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 1,616,400 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 1,616,400 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,616,400 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) OO |
|||
| CUSIP No. 05501U106 | 13G | Page 5 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JOHN B. HELMERS |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 5,632,943 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 5,632,943 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,632,943 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.0% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
|||
| CUSIP No. 05501U106 | 13G | Page 6 of 10 Pages | ||
| 1. | NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) A. GLENN HELMERS |
|||
| 2. | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) x |
|||
| 3. | SEC
USE ONLY |
|||
| 4. | CITIZENSHIP
OR PLACE OF ORGANIZATION USA |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE
VOTING POWER 0 | ||
| 6. | SHARED
VOTING POWER 1,616,400 | |||
| 7. | SOLE
DISPOSITIVE POWER 0 | |||
| 8. | SHARED
DISPOSITIVE POWER 1,616,400 |
| 9. | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,616,400 shares |
|||
| 10. | CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) o |
|||
| 11. | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.4% |
|||
| 12. | TYPE
OF REPORTING PERSON (see instructions) IN |
|||
| CUSIP No. 05501U106 | 13G | Page 7 of 10 Pages | ||
Item 1.
| (a) | Name of Issuer AZUL SA | |
| (b) | Address of Issuer’s Principal Executive Offices Avenida Marcos Penteado de Ulhôa Rodrigues, n. 939, 8th floor
| |
Item 2.
| (a) | Name
of Person Filing LONG FOCUS CAPITAL MANAGEMENT, LLC LONG FOCUS CAPITAL MASTER, LTD. CONDAGUA, LLC JOHN B. HELMERS A. GLENN HELMERS | |
| (b) | Address
of the Principal Office or, if none, residence A&M TOWER, 8TH FLOOR SAN JUAN, PR 00912 | |
| (c) | Citizenship 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 | |
| (d) | Title of Class of Securities AMERICAN DEPOSITARY SHARES | |
| (e) | CUSIP Number 05501U106 |
| CUSIP No. 05501U106 | 13G | Page 8 of 10 Pages | ||
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:
| (a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | x | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | o | 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); | |
| (j) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
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).
| CUSIP No. 05501U106 | 13G | Page 9 of 10 Pages | ||
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.
| CUSIP No. 05501U106 | 13G | Page 10 of 10 Pages | ||
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
| LONG FOCUS CAPITAL MANAGEMENT, LLC | |
| /s/ John B. Helmers | |
| John B. Helmers/Managing Member | |
| LONG FOCUS CAPITAL MASTER, LTD. | |
| BY: LONG FOCUS CAPITAL MANAGEMENT, LLC ITS: INVESTMENT ADVISER | |
| /s/ John B. Helmers | |
| John B. Helmers/Managing Member | |
| CONDAGUA, LLC | |
| /s/ A. Glenn Helmers | |
| A. Glenn Helmers/Managing Member | |
| JOHN B. HELMERS | |
| /s/ John B. Helmers John B. Helmers | |
| A. GLENN HELMERS | |
| /s/ A. Glenn Helmers | |
| A. Glenn Helmers |