Form SCHEDULE 13G/A AZUL SA Filed by: READYSTATE ASSET MANAGEMENT LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Azul S.A. (Name of Issuer) |
American Depositary Shares ("ADSs"), each representing two common shares, without par value (Title of Class of Securities) |
(CUSIP Number) |
08/12/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Readystate Asset Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,637,319.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: The percentages reported in this Schedule 13G are based upon 369,527,261 Shares outstanding comprised of (i) 368,557,924 Shares outstanding as of July 1, 2026 (according to the Issuer's prospectus as filed with the Securities and Exchange Commission on July 1, 2026), and (ii) 969,337 Shares issuable upon conversion of certain warrants held by affiliates of the reporting persons, which the Issuer is contractually obligated to issue to certain of the reporting persons. Except as described in the preceding sentence, all Shares for the holdings of the reporting persons reported in this Schedule 13G are as of the opening of the market on August 14, 2026.
The shared voting power and shared dispositive power reported herein represent the aggregate common share equivalent holdings of the ADSs beneficially owned by the reporting persons, together with the Shares issuable upon conversion of the warrants described above. Each ADS represents two common shares of the Issuer. All references to "Shares" herein mean common shares of the Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Readystate Master Fund, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
32,106,242.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Readystate Strategic Opportunities Master Fund Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,531,077.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
2.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ryan Garino | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,637,319.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
10.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
David Grossman | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
39,637,319.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
10.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Azul S.A. | |
| (b) | Address of issuer's principal executive offices:
Edificio Jatoba, 8th flr., Castelo Branco Office Park Avenida Marcos Penteado de Ulhoa Rodrigues, 939 Tambore, Barueri, Sao Paulo, Brazil, SP 06460-04 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being jointly filed by Readystate Asset Management, LP ("RSAM"), Readystate Master Fund, Ltd. ("RSMF"), Readystate Strategic Opportunities Master Fund Ltd. ("RSSO"), Mr. David Grossman and Mr. Ryan Garino (collectively with RSAM, RSMF, RSSO and Mr. Grossman, the "Reporting Persons") with respect to the Shares of the above-named Issuer held of record by RSMF and RSSO. Such owned Shares may include other instruments exercisable for or convertible into Shares as well as ADSs representing Shares.
RSAM is the investment manager of RSMF and RSSO and holds voting and investment power over RSMF and RSSO's investments. Mr. Grossman and Mr. Garino are Managing Partners of RSAM, and may be deemed to indirectly beneficially own the securities reported. Each of Mr. Grossman and Mr. Garino disclaim beneficial ownership of the securities beneficially owned by RSAM, RSMF and RSSO, except to the extent of his pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
360 N Green Street, Suite 1400, Chicago, IL 60607. | |
| (c) | Citizenship:
Readystate Asset Management, LP is organized as a limited partnership under the laws of the State of Delaware. Each of Readystate Master Fund, Ltd. and Readystate Strategic Opportunities Master Fund Ltd. is organized as an exempted company under the laws of the Cayman Islands. Mr. Grossman and Mr. Garino are U.S. citizens. | |
| (d) | Title of class of securities:
American Depositary Shares ("ADSs"), each representing two common shares, without par value | |
| (e) | CUSIP No.:
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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: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | 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) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
1. Readystate Asset Management, LP may be deemed to beneficially own 39,637,319 Shares.
2. Readystate Master Fund, Ltd. may be deemed to beneficially own 32,106,242 Shares.
3. Readystate Strategic Opportunities Master Fund Ltd. may be deemed to beneficially own 7,531,077 Shares.
4. Mr. Grossman may be deemed to beneficially own 39,637,319 Shares.
5. Mr. Garino may be deemed to beneficially own 39,637,319 Shares. | |
| (b) | Percent of class:
1. The number of Shares that Readystate Asset Management, LP may be deemed to beneficially own constitutes 10.7% of the Shares outstanding.
2. The number of Shares that Readystate Master Fund, Ltd. may be deemed to beneficially own constitutes 8.7% of the Shares outstanding.
3. The number of Shares that Readystate Strategic Opportunities Master Fund Ltd. may be deemed to beneficially own constitutes 2.0% of the Shares outstanding.
4. The number of Shares that Mr. Grossman may be deemed to beneficially own constitutes 10.7% of the Shares outstanding.
5. The number of Shares that Mr. Garino may be deemed to beneficially own constitutes 10.7% of the Shares outstanding. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
1. Readystate Asset Management, LP: 0
2. Readystate Master Fund, Ltd.: 0
3. Readystate Strategic Opportunities Master Fund Ltd.: 0
4. Mr. Grossman: 0
5. Mr. Garino: 0 | ||
| (ii) Shared power to vote or to direct the vote:
1. Readystate Asset Management, LP: 39,637,319
2. Readystate Master Fund, Ltd.: 32,106,242
3. Readystate Strategic Opportunities Master Fund Ltd.: 7,531,077
4. Mr. Grossman: 39,637,319
5. Mr. Garino: 39,637,319 | ||
| (iii) Sole power to dispose or to direct the disposition of:
1. Readystate Asset Management, LP: 0
2. Readystate Master Fund, Ltd.: 0
3. Readystate Strategic Opportunities Master Fund Ltd.: 0
4. Mr. Grossman: 0
5. Mr. Garino: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
1. Readystate Asset Management, LP: 39,637,319
2. Readystate Master Fund, Ltd.: 32,106,242
3. Readystate Strategic Opportunities Master Fund Ltd.: 7,531,077
4. Mr. Grossman: 39,637,319
5. Mr. Garino: 39,637,319 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
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.
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