6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________

FORM 6-K

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or

15d-16 of the Securities Exchange Act of 1934

For the month of November 2021

Commission File Number: 1-15256

_____________________

OI S.A. – In Judicial Reorganization

(Exact Name as Specified in its Charter)

N/A

(Translation of registrant’s name into English)

Rua Humberto de Campos, No. 425, 8th floor – Leblon

22430-190 Rio de Janeiro, RJ
Federative Republic of Brazil

(Address of principal executive offices)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

Form 20-F:   ýForm 40-F:   o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):

Yes:   oNo:   ý

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):

Yes:   o      No:   ý

(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

Yes:   o      No:   ý

If “Yes” is marked, indicate below the file number assigned to the
registrant in connection with Rule 12g3-2(b):

EXHIBIT INDEX

Exhibit Number	Description of Document
99.1	Except of Items 2 and 4 of the Minutes of the 304th Board of Directors Meeting held on October 27, 2021.
99.1	Except of Items 5 of the Minutes of the 304th Board of Directors Meeting held on October 27, 2021.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: November 9, 2021

OI S.A. – In Judicial Reorganization

By: /s/ Cristiane Barretto Sales

Name: Cristiane Barretto Sales

Title: Chief Financial and Investor Relations Officer

EX-99.1

 

Oi S.A. – In Judicial Reorganization

CNPJ/MF 76.535.764/0001-43

NIRE 33.30029520-8

PUBLICLY HELD COMPANY

EXCERPT OF ITEMS 2 AND 4 OF THE MINUTES OF THE 304th BOARD OF DIRECTORS MEETING HELD ON OCTOBER 27, 2021.

As Secretary of the Board of Directors Meeting, I CERTIFY that items (2) “Election of Statutory Management” and 4 “Oi News (...)” of the Minutes of the 304th Meeting of the Board of Directors of Oi S.A.- In Judicial Reorganization held on October 27, 2021, at 9:30 a.m., by videoconference, pursuant to article 29, paragraph 1 of the Company's bylaws, reads as follows:

"Moving on to item (2) of the Agenda, the Board members unanimously approved the election of Mr. Rogério Takayanagi, Brazilian, engineer, married, bearer of identity card Nr. 38.443.688-2, issued by the SSP/SP, enrolled at the CPF/ME under Nr. 645.463.651-87, with business address at Rua Humberto de Campos, 425, 8th floor, Leblon, Rio de Janeiro - RJ, for the position of Officer without specific designation, from November 1, 2021, for a term of office of two (2) years, in accordance with paragraph 2 of article 34 of the Company's Bylaws. The elected Director declares, under penalty of law, that he has not been convicted of any crime under the law that would prevent him from exercising the position for which he was nominated, and made the declaration provided in paragraph 4 of article 147 of the Law n. 6.404/76, and will take office on November 1, 2021.".

“Moving on to item (4) of the Agenda, (...) Finally, Mr. Rodrigo Abreu informed the Board Members about the end of the Mr. Antonio Rabelo's term as Chief Legal Officer (Statutory) in October 30, 2021. The Board members expressed their gratitude to Mr. Antonio Rabelo, acknowledging his dedication and commitment throughout the period in which he held his position, as well as the excellent results obtained during this period. (...)”.

All members of the Board of Directors were present in the meeting and signing members Mr. Eleazar de Carvalho Filho (Chairman), Mr. Marcos Grodetzky, Mr. Roger Solé Rafols, Mr Henrique José Fernandes Luz, Mr. Paulino do Rego Barros Fr., Ms. Claudia Quintella Woods, Mr. Luís Maria Viana Palha da Silva, Mr. Armando Lins Netto, Mr. Mateus Affonso Bandeira, Ms. Maria Helena dos Santos F. Santana and Mr. Raphael Manhães Martins.

Rio de Janeiro, October 27, 2021.

Luciene Sherique Antaki

Secretary of the Meeting

EX-99.2

Oi S.A. – In Judicial Reorganization

CNPJ/MF 76.535.764/0001-43

NIRE 33.30029520-8

PUBLICLY HELD COMPANY

EXCERPT OF ITEM 5 OF THE MINUTES OF THE 304th BOARD OF DIRECTORS MEETING HELD ON OCTOBER 27, 2021.

As Secretary of the Board of Directors Meeting, I CERTIFY that item (5) “Project Jupiter: 4th Capital increase of BTCM, through the drop down of assets of OI S.A. and Oi Móvel S.A.” of the Minutes of the 304th Meeting of the Board of Directors of Oi S.A.- In Judicial Reorganization held on October 27, 2021, at 9:30 a.m., by videoconference, pursuant to article 29, paragraph 1 of the Company's bylaws, reads as follows:

As to item (5) of the Agenda, Mr. David Tavares Nunes presented, in the context of the corporate reorganizations necessary for the formation of UPI InfraCo, as provided for in the Amendment to the Judicial Reorganization Plan, a proposal for a new increase in the capital stock of its affiliate Brasil Telecom Comunicação Multimídia S.A. ("BTCM"), which will bring together the assets, obligations and rights related to the UPI InfraCo, to be intergraded (i) by the Company, by means of the transfer of the basic infrastructure assets, micro-computer equipment, systems, among others, and the residual balance of accounts receivable from installments of IRUs contracts for capacity, lighted fiber and pipelines and (ii) by Oi Móvel S.A. – In Judicial Reorganization (“Oi Móvel), through the conference of assets of FTTH Fiber, ONT, OLT and External Network assets. According to the valuations made by the Company based on the most recent available balance sheets of the Company and Oi Móvel, relating to the assets and liabilities that will be contributed, the total approximate amount of BTCM's capital increase will be R$ 1,159,951,404.15 (one billion, one hundred and fifty nine million, nine hundred and fifty one thousand, four hundred and four reais and fifteen cents), through the issuance of 210.612 (two hundred and ten thousand, six hundred and twelve) common shares of which the Company will subscribe 209,821 (two hundred and nine, eight hundred and twenty one) common shares and Oi Móvel will subscribe 791 (seven hundred and ninety one) common shares. Also based on the most recent financial information available, the amount of the Company's assets to be contributed in BTCM in connection with such capital increase is approximately R$1,155,595,522.53 (one billion, one hundred and fifty five million, five hundred and ninety five thousand, five hundred and twenty two reais and fifty three cents) and the amount of Oi Móvel's assets is approximately R$4,355,881.62 (four million, three hundred and fifty five thousand, eight hundred and eighty one reais and sixty two cents).

Such amounts correspond to the book values of each of the assets, calculated as of September 2021, and which will be (i) updated up to the base date to be considered in the transaction and (ii) such updated values will be confirmed by appraisal reports at book value to be prepared by the specialized company Meden Consultoria Empresarial Ltda. ("Meden Consultoria"). Finally, Mr. David Nunes pointed out that this transaction is subject to the obtainment of waiver from the Debenture Holders of the 1st Issue of Simple Debentures, Convertible into Shares, of the Type with Real Guarantee, with Additional Personal Guarantee, in a single series, for Private Colocation, from BTCM. After clarifying the doubts raised, the Board of Directors unanimously approved the proposal of capital increase of BTCM, also authorizing the subscription, by the Company, of part of the shares to be issued, through the contribution of the assets, obligations and rights above referenced, and also the choice of Meden Consultoria to prepare the appraisal report at book value that will confirm the values of the assets to be contributed to BTCM's capital. The Board also authorized and delegated the Executive Board to adopt the necessary measures to implement the capital increase of BTCM through the contribution of assets, obligations and rights, under the terms presented.".

All members of the Board of Directors were present in the meeting and signing members Mr. Eleazar de Carvalho Filho (Chairman), Mr. Marcos Grodetzky, Mr. Roger Solé Rafols, Mr Henrique José Fernandes Luz, Mr. Paulino do Rego Barros Fr., Ms. Claudia Quintella Woods, Mr. Luís Maria Viana Palha da Silva, Mr. Armando Lins Netto, Mr. Mateus Affonso Bandeira, Ms. Maria Helena dos Santos F. Santana and Mr. Raphael Manhães Martins.

Rio de Janeiro, October 27, 2021.

Luciene Sherique Antaki

Secretary of the Meeting