| Item 1. | |
| (a) | Name of issuer:
Azul S.A. |
| (b) | Address of issuer's principal executive offices:
Avenida Marcos Penteado de Ulhoa, Rodrigues, No. 939, 8th Floor, Edificio, Tambore, Barueri, Brazil, 06460-040 |
| Item 2. | |
| (a) | Name of person filing:
The Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) VR Global Partners, L.P. (the "Fund");
(ii) VR Advisory Services Ltd ("VR");
(iii) VR Capital Participation Ltd. ("VRCP");
(iv) VR Capital Group Ltd. ("VRCG");
(v) VR Capital Holdings Ltd. ("VRCH"); and
(vi) Richard Deitz. |
| (b) | Address or principal business office or, if none, residence:
For the Fund, VRCP, VRCG and VRCH: c/o Intertrust (Cayman) Limited, One Nexus Way, Camana Bay, Grand Cayman, KY1-9005, Cayman Islands
For VR: 601 Lexington Avenue, 59th Floor, New York, New York, 10022, USA
For Mr. Deitz: The Kensington Building, 1 Wrights Lane, Fourth Floor, London W8 5RY, United Kingdom |
| (c) | Citizenship:
(i) The Fund is a Cayman Islands exempted limited partnership;
(ii) VR is a Cayman Islands exempted company;
(iii) VRCP is a Cayman Islands exempted company;
(iv) VRCG is a Cayman Islands exempted company;
(v) VRCH is a Cayman Islands exempted company; and
(vi) Mr. Deitz is a United States citizen. |
| (d) | Title of class of securities:
American Depository Shares, each representing three Preferred Shares |
| (e) | CUSIP No.:
05501U106 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) |  An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference.
0 American Depository Shares, each representing three Preferred Shares ("Preferred Shares"), of Azul S.A. (the "Issuer") reported as beneficially owned herein are directly held by the Fund. VR, as the general partner and investment adviser of the Fund, may be deemed to exercise voting and investment power over 0 Preferred Shares held by the Fund. VRCP, as the sole shareholder of VR, also may be deemed to beneficially own 0 Preferred Shares held by the Fund. VRCG, as the sole shareholder of VRCP, also may be deemed to beneficially own 0 Preferred Shares held by the Fund. VRCH, as the sole shareholder of VRCG, also may be deemed to beneficially own 0 Preferred Shares held by the Fund. Mr. Deitz, as the principal of VR, VRCP, VRCG and VRCH, also may be deemed to beneficially own 0 Preferred Shares held by the Fund. |
| (b) | Percent of class:
As of the date hereof, each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz may be deemed to beneficially own 0 Preferred Shares of the Issuer, representing approximately 0% of the shares of Preferred Shares outstanding.
As of April 25, 2025, each of the Reporting Persons may have been deemed to have beneficially owned 49,141,785 Preferred Shares of the Issuer, representing approximately 5.48% of the Preferred Shares outstanding. Each of the Fund, VR, VRCP, VRCG, VRCH and Mr. Deitz exited the whole position on April 30, 2025.
The above percentages are based on 896,039,753 Preferred Shares of the Issuer outstanding as of April 24, 2025, as disclosed in the Issuer's Form 20-F filed with the Securities and Exchange Commission on April 29, 2025. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
0
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| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
0
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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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. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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