| As filed with the Securities and Exchange Commission on September 4, 2026 | Registration No. 333-219600 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
POST-EFFECTIVE AMENDMENT NO. 2 TO FORM F-6
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933 FOR AMERICAN DEPOSITARY SHARES EVIDENCED BY
AMERICAN DEPOSITARY RECEIPTS
______________
AXIA ENERGIA S.A.
(Exact name of issuer of deposited securities as specified in its charter)
______________
N/A
(Translation of issuer’s name into English)
______________
Federative Republic of Brazil
(Jurisdiction of incorporation or organization of issuer)
____________________________________
CITIBANK, N.A.
(Exact name of depositary as specified in its charter)
______________
388 Greenwich Street
New York, New York 10013
(877) 248-4237
(Address, including zip code, and telephone number, including area code, of depositary’s principal executive offices)
______________
Corporation Service Company
19 West 44th Street, Suite 200,
New York, NY 10036
(800) 927 9801 (Address, including zip code, and telephone number, including area code, of agent for service)
____________________________________
Copies to:
|
David S. Bakst, Esq. Elizabeth C. Walsh, Esq. Mayer Brown LLP 1221 Avenue of the Americas New York, New York 10020 (212) 506-2275 |
Herman H. Raspé, Esq. Jean-Claude Lanza, Esq. Patterson Belknap Webb & Tyler LLP (212) 336-2000 |
____________________________________
| It is proposed that this filing become effective under Rule 466: | ☐ immediately upon filing. |
| ☐ on (Date) at (Time). | |
| If a separate registration statement has been filed to register the deposited shares, check the following box: ☐ | |
____________________________________
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Aggregate Price Per Unit* |
Proposed Maximum Aggregate Offering Price** |
Amount of Registration Fee |
| American Depositary Shares (ADS(s)), each ADS representing the right to receive one (1) common share, no par value, of AXIA Energia S.A. (the “Company”) | N/A | N/A | N/A | N/A |
| * | Each unit represents 100 ADSs. |
| ** | Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of ADSs. |
| The Registrant hereby amends this Post-Effective Amendment No. 2 to Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Post-Effective Amendment No. 2 Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Post-Effective Amendment No. 2 Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. |
This Post-Effective Amendment No. 2 to Registration Statement on Form F-6 may be executed in any number of counterparts, each of which shall be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
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PART I
INFORMATION REQUIRED IN PROSPECTUS
Cross Reference Sheet
| Item 1. | DESCRIPTION OF SECURITIES TO BE REGISTERED |
|
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| 1. | Name of Depositary and address of its principal executive office | Face of Receipt - Introductory Article. | ||
| 2. | Title of Receipt and identity of deposited securities | Face of Receipt - Top Center. | ||
| Terms of Deposit: | ||||
| (i) | The amount of deposited securities represented by one American Depositary Share ("ADSs") | Face of Receipt - Upper right corner. | ||
| (ii) | The procedure for voting, if any, the deposited securities | Reverse of Receipt - Paragraphs (16) and (17). | ||
| (iii) | The collection and distribution of dividends | Reverse of Receipt - Paragraph (14). | ||
| (iv) | The transmission of notices, reports and proxy soliciting material | Face of Receipt - Paragraph (13); Reverse of Receipt - Paragraphs (16) and (17). | ||
| (v) | The sale or exercise of rights |
Reverse of Receipt – Paragraphs (14) and (16). | ||
| (vi) | The deposit or sale of securities resulting from dividends, splits or plans of reorganization |
Face of Receipt - Paragraphs (3) and (6); Reverse of Receipt - Paragraphs (14) and (18). | ||
| (vii) | Amendment, extension or termination of the deposit agreement | Reverse of Receipt - Paragraphs (22) and (23) (no provision for extensions). | ||
| (viii) | Rights of holders of Receipts to inspect the transfer books of the Depositary and the list of holders of ADSs | Face of Receipt - Paragraph (13). | ||
| (ix) | Restrictions upon the right to deposit or withdraw the underlying securities |
Face of Receipt – Paragraphs (2), (3), (4), (6), (8), (9) and (10). Reverse of Receipt - Paragraph (24). | ||
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|
Item Number and Caption |
Location in Form of American Depositary Receipt (“Receipt”) | |||
| (x) | Limitation upon the liability of the Depositary |
Face of Receipt – Paragraphs (7) and (12); Reverse of Receipt - Paragraphs (14), (15), (18), (19), (20) and (23). | ||
| 3. | Fees and charges, which may be imposed directly or indirectly on holders of ADSs |
Face of Receipt – Paragraphs (8) and (11). Reverse of Receipt - Paragraph (22). | ||
| Item 2 | AVAILABLE INFORMATION |
|||
The Company has in the past been subject to the periodic reporting requirements of the Exchange Act, and has filed certain reports with, and submitted certain information to, the United States Securities and Exchange Commission (the “Commission”), which reports can be retrieved from the Commission’s internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission located at 100 F Street, N.E., Washington, D.C. 20549. The Company has filed a Form 15F (“Form 15F”) with the Commission to terminate the registration of its securities under the Exchange Act and its reporting obligations under Sections 13(a) and 15(d) of the Exchange Act. Upon filing of Form 15F, the Company’s obligation under the Exchange Act to file or submit reports required under Sections 13(a) or 15(d) of the Exchange Act was suspended. Upon effectiveness of Form 15F, the Company’s duty to file or submit reports under Sections 13(a) and 15(d) of the Exchange Act will terminate. Pursuant to Rule 12g3-2(b)(1) promulgated under the Exchange Act, the Company is exempt from the reporting obligations of the Exchange Act. In order to satisfy the conditions of Rule 12g3-2(b) and to maintain the exemption from registration, the Company publishes in English the information contemplated in Rule 12g3-2(b)(2)(i) under the Exchange Act on its internet website (https://axia.com.br/en/) or through an electronic information delivery system generally available to the public in the Company’s primary trading market. The information so published by the Company cannot be retrieved from the Commission’s internet website, and cannot be inspected or copied at the public reference facilities maintained by the Commission. If the Form 15F does not become effective, the Company will again be subject to the periodic reporting requirements of the Exchange Act and will be required to file with the Commission, and submit to the Commission, certain reports that can be retrieved from the Commission’s internet website at www.sec.gov, and can be inspected and copied at the public reference facilities maintained by the Commission.
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PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt included as Exhibit A to the form of Amendment No. 2 to the Second Amended and Restated Deposit Agreement filed as Exhibit (a)(i) to this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 and is incorporated herein by reference.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 3. | EXHIBITS |
| (a)(i) | Form of Amendment No. 2 to the Second Amended and Restated Deposit Agreement, by and among AXIA Energia S.A. (the “Company”), Citibank, N.A., as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ____ Filed herewith as Exhibit (a)(i). | |
| (a)(ii) | Amendment No. 1 to the Second Amended and Restated Deposit Agreement, dated as of June 14, 2022, by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder. ____ Filed herewith as Exhibit (a)(ii). | |
| (a)(iii) | Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, by and among the Company, the Depositary and all Holders and Beneficial Owners of American Depositary Shares issued thereunder (the “Deposit Agreement”). ____ Previously filed as Exhibit (a)(ii) to Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-219600), filed with the Commission on May 26, 2022, and incorporated herein by reference. | |
| (b) | Letter Agreement, dated May 27, 2026, by and between the Depositary and the Company. ____ Filed herewith as Exhibit (b). | |
| (c) | Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. ____ None. | |
| (d) | Opinion of counsel for the Depositary as to the legality of the securities to be registered. ____ Previously filed as Exhibit (d) to Registration Statement on Form F-6 (Reg. No. 333-219600), filed with the Commission on August 1, 2017, and incorporated herein by reference. | |
| (e) | Certificate under Rule 466. ____ None. | |
| (f) | Powers of Attorney for certain officers and directors and the authorized representative of the Company. ____ Set forth on the signature pages hereto. |
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| Item 4. | UNDERTAKINGS |
| (a) | The Depositary undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of ADSs, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer. | |
| (b) | If the amount of fees charged is not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an ADS thirty (30) days before any change in the fee schedule. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Citibank, N.A., acting solely on behalf of the legal entity created by the Second Amended and Restated Deposit Agreement, dated as of August 18, 2017, by and among AXIA Energia S.A., Citibank, N.A., as depositary, and all Holders and Beneficial Owners from time to time of American Depositary Shares issued thereunder, as amended, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 4th day of September, 2026.
| Legal entity created by the Second Amended and Restated Deposit Agreement under which the American Depositary Shares registered hereunder are to be issued, each American Depositary Share representing one (1) common share, without par value, of AXIA Energia S.A. | ||
| CITIBANK, N.A., solely in its capacity as Depositary | ||
| By: | /s/ Joseph Connor | |
| Name: Joseph Connor | ||
| Title: Attorney in Fact | ||
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, AXIA Energia S.A. certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 to be signed on its behalf by the undersigned thereunto duly authorized, in the city of Rio de Janeiro, Brazil, on September 4, 2026.
| AXIA ENERGIA S.A. | ||
| By: | /s/ Ivan Souza Monteiro | |
| Name: Ivan Souza Monteiro | ||
| Title: Chief Executive Officer | ||
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POWERS OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, each of Ivan Souza Monteiro and Eduardo Haiama to act as his/her true and lawful attorney-in-fact and agent, with full power of substitution, for him/her and in his/her name, place and stead, in any and all such capacities, to sign any and all amendments, including post-effective amendments, and supplements to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as s/he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 has been signed by the following persons in the following capacities on September 4, 2026.
| Signature | Title | |
| /s/ Ivan Souza Monteiro | Chief Executive Officer | |
| Ivan Souza Monteiro | ||
| /s/ Eduardo Haiama | Executive Vice-President of Finance and Investor Relations | |
| Eduardo Haiama | ||
| /s/ Vicente Falconi Campos | Chairman of the Board of Directors | |
| Vicente Falconi Campos | ||
| /s/ Carlos Márcio Ferreira | Member of the Board of Directors | |
| Carlos Márcio Ferreira | ||
| /s/ Felipe Villela Dias | Member of the Board of Directors | |
| Felipe Villela Dias | ||
| Member of the Board of Directors | ||
| José João Abdalla Filho | ||
| /s/ Marisete Fátima Dadald Pereira | Member of the Board of Directors | |
| Marisete Fátima Dadald Pereira |
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| Signature | Title | |
| /s/ Pedro Batista de Lima Filho | Member of the Board of Directors | |
| Pedro Batista de Lima Filho | ||
| /s/ Ana Silvia Corso Matte | Member of the Board of Directors | |
| Ana Silvia Corso Matte | ||
| Member of the Board of Directors | ||
| Maurício Tiomno Tolmasquim | ||
| Member of the Board of Directors | ||
| Nelson José Hubner Moreira | ||
| Member of the Board of Directors | ||
| Silas Rondeau Cavalcante Silva |
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SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Under the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of America, has signed this Post-Effective Amendment No. 2 to Registration Statement on Form F-6 in the city of New York, New York on September 4, 2026.
| Corporation Service Company | ||
| Authorized U.S. Representative | ||
| By: | /s/ Shyla Hill | |
| Name: | Shyla Hill | |
| Title: | Service of Process Officer | |
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Index to Exhibits
| Exhibit | Document |
Sequentially Numbered Page |
| (a)(i) | Form of Amendment No. 2 to Second Amended and Restated Deposit Agreement | |
| (a)(ii) | Amendment No. 1 to Second Amended and Restated Deposit Agreement | |
| (b) | Letter Agreement |
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