M&A - AZUL SA

Form Type: SCHEDULE 13D/A

Filing Date: 2025-04-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000112329225000168

Filing Summary: This document is an amendment to the Schedule 13D originally filed by David Gary Neeleman and certain affiliated parties regarding their ownership interests in AZUL SA. As of April 10, 2025, the reporting persons, including Neeleman and entities like Saleb II Founder 1 LLC, Trip Participacoes S.A., and others, collectively beneficially own 13,310,723 Preferred Shares and 2,128,965,121 Common Shares of AZUL SA. The document outlines details about the additional shares acquired via Subscription Agreements, which were issued following a capital increase authorized by the company in connection with ongoing restructuring efforts. It specifies that Mr. Neeleman acquired 804,000,063 Common Shares, convertible into Preferred Shares, and that the common shares are convertible at a ratio of 1 preferred share for every 75 common shares. The percentages of ownership are calculated based on 431,949,904 Preferred Shares outstanding on the filing date. Additionally, the document describes corporate governance agreements among the reporting persons to support specific actions during the upcoming extraordinary general meetings. These include plans to amend bylaws, appoint directors, and ensure compliance with governance conditions. Overall, the document details strategic maneuvers aimed at consolidating control and governance within AZUL SA in response to financial restructuring needs.

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