Form SCHEDULE 13D/A Cosan S.A. Filed by: Queluz Holdings Ltd.

November 12, 2025 4:19 PM EST





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

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).






SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: This percentage is calculated based on (i) 1,866,570,932 common shares, no par value, outstanding as of April 30, 2025, as reported by Cosan S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, and (ii) a total of 2,100,000,000 common shares, no par value, to be issued in the Equity Offerings (as defined below), as reported by Cosan S.A. in its current report on Form 6-K furnished to the Securities and Exchange Commission on November 4, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 10, 11 and 13: Includes (i) 562,682,406 common shares, no par value, held directly by Aguassanta Investimentos S.A., and (ii) an additional 150,000,000 common shares, no par value, held by New Holding. Aguassanta Investimentos S.A. holds an interest of 10.3% in New Holding, which in turn holds 1,450,000,000 common shares, no par value. The number in item (ii) is obtained by multiplying the 1,450,000,000 common shares, no par value, held by New Holding by Aguassanta Investimentos S.A.'s 10.3% interest in New Holding. Aguassanta Investimentos disclaims beneficial ownership of any other common shares, no par value, held by New Holding. Note to Row 13: This percentage is calculated based on 3,966,570,932 common shares, no par value, outstanding, which is in turn calculated based on (i) 1,866,570,932 common shares, no par value, outstanding as of April 30, 2025, as reported by Cosan S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, and (ii) a total of 2,100,000,000 common shares, no par value, to be issued in the Equity Offerings, as reported by Cosan S.A. in its current report on Form 6-K furnished to the Securities and Exchange Commission on November 4, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: This percentage is calculated based on 3,966,570,932 common shares, no par value, outstanding, which is in turn calculated based on (i) 1,866,570,932 common shares, no par value, outstanding as of April 30, 2025, as reported by Cosan S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, and (ii) a total of 2,100,000,000 common shares, no par value, to be issued in the Equity Offerings, as reported by Cosan S.A. in its current report on Form 6-K furnished to the Securities and Exchange Commission on November 4, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Row 13: This percentage is calculated based on 3,966,570,932 common shares, no par value, outstanding, which is in turn calculated based on (i) 1,866,570,932 common shares, no par value, outstanding as of April 30, 2025, as reported by Cosan S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, and (ii) a total of 2,100,000,000 common shares, no par value, to be issued in the Equity Offerings, as reported by Cosan S.A. in its current report on Form 6-K furnished to the Securities and Exchange Commission on November 4, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
Note to Rows 8, 10, 11 and 13: Includes (i) 672,312,930 common shares, no par value, held by Rubens Ometto Silveira Mello through Queluz Holdings Limited, Aguassanta Investimentos S.A., Aguassanta Negocios S.A. and Rio das Pedras Acoes, entities controlled by Rubens Ometto Silveira Mello, and (ii) an additional 150,000,000 common shares, no par value, held by New Holding. Rubens Ometto Silveira Mello indirectly holds an interest of 10.3% in New Holding, which in turn holds 1,450,000,000 common shares, no par value. The number in item (ii) is obtained by multiplying the 1,450,000,000 common shares, no par value, held by New Holding by Rubens Ometto Silveira Mello's 10.3% indirect interest in New Holding held through Aguassanta Investimentos S.A. Rubens Ometto Silveira Mello disclaims beneficial ownership of any other common shares, no par value, held by New Holding. Note to Row 13: This percentage is calculated based on 3,966,570,932 common shares, no par value, outstanding, which is in turn calculated based on (i) 1,866,570,932 common shares, no par value, outstanding as of April 30, 2025, as reported by Cosan S.A. in its annual report on Form 20-F filed with the Securities and Exchange Commission on April 30, 2025, and (ii) a total of 2,100,000,000 common shares, no par value, to be issued in the Equity Offerings (as defined below), as reported by Cosan S.A. in its current report on Form 6-K furnished to the Securities and Exchange Commission on November 4, 2025.


SCHEDULE 13D


 
Queluz Holdings Ltd.
 
Signature:/s/ Rubens Ometto Silveira Mello
Name/Title:Rubens Ometto Silveira Mello, Director and President
Date:11/12/2025
 
Signature:/s/ Burkhard Otto Cordes
Name/Title:Burkhard Otto Cordes, Director and Vice-President
Date:11/12/2025
 
Aguassanta Investimentos S.A.
 
Signature:/s/ Rubens Ometto Silveira Mello
Name/Title:Rubens Ometto Silveira Mello, Director and President
Date:11/12/2025
 
Signature:/s/ Burkhard Otto Cordes
Name/Title:Burkhard Otto Cordes, Vice-President
Date:11/12/2025
 
Aguassanta Negocios S.A.
 
Signature:/s/ Rubens Ometto Silveira Mello
Name/Title:Rubens Ometto Silveira Mello, Director and President
Date:11/12/2025
 
Signature:/s/ Burkhard Otto Cordes
Name/Title:Burkhard Otto Cordes, Vice-President
Date:11/12/2025
 
Rio das Pedras Acoes
 
Signature:/s/ Rubens Ometto Silveira Mello
Name/Title:Rubens Ometto Silveira Mello, Executive Officer
Date:11/12/2025
 
Signature:/s/ Burkhard Otto Cordes
Name/Title:Burkhard Otto Cordes, Executive Officer
Date:11/12/2025
 
Rubens Ometto Silveira Mello
 
Signature:/s/ Rubens Ometto Silveira Mello
Name/Title:Rubens Ometto Silveira Mello
Date:11/12/2025

ATTACHMENTS / EXHIBITS

SCHEDULE A-1

SCHEDULE A-2

SCHEDULE A-3

SCHEDULE A-4



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