0001104659-26-021637.txt : 20260227 0001104659-26-021637.hdr.sgml : 20260227 20260227163823 ACCESSION NUMBER: 0001104659-26-021637 CONFORMED SUBMISSION TYPE: SCHEDULE 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260227 DATE AS OF CHANGE: 20260227 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AZUL SA CENTRAL INDEX KEY: 0001432364 STANDARD INDUSTRIAL CLASSIFICATION: AIR TRANSPORTATION, SCHEDULED [4512] ORGANIZATION NAME: 01 Energy & Transportation EIN: 000000000 STATE OF INCORPORATION: D5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-90373 FILM NUMBER: 26700832 BUSINESS ADDRESS: STREET 1: AV. MARCOS PENTEADO ULHOA RODRIGUES STREET 2: NO. 939, 9 FLOOR, ED. JATOBA CITY: BARUERI STATE: D5 ZIP: 06460-040 BUSINESS PHONE: 55 11 4831 2880 MAIL ADDRESS: STREET 1: AV. MARCOS PENTEADO ULHOA RODRIGUES STREET 2: NO. 939, 9 FLOOR, ED. JATOBA CITY: BARUERI STATE: D5 ZIP: 06460-040 FORMER COMPANY: FORMER CONFORMED NAME: SALEB II PARTICIPACOES SA DATE OF NAME CHANGE: 20080415 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: READYSTATE ASSET MANAGEMENT LP CENTRAL INDEX KEY: 0001900923 ORGANIZATION NAME: EIN: 872132049 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SCHEDULE 13G BUSINESS ADDRESS: STREET 1: 360 N GREEN STREET STREET 2: SUITE 1400 CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 312-471-8600 MAIL ADDRESS: STREET 1: 360 N GREEN STREET STREET 2: SUITE 1400 CITY: CHICAGO STATE: IL ZIP: 60607 SCHEDULE 13G 1 primary_doc.xml SCHEDULE 13G 0001900923 XXXXXXXX LIVE Common Shares (the "Shares"); the CUSIP relates to American depository shares 02/20/2026 0001432364 AZUL SA 05501U403 AV. MARCOS PENTEADO ULHOA RODRIGUES NO. 939, 9 FLOOR, ED. JATOBA BARUERI D5 06460-040 Rule 13d-1(c) Readystate Asset Management, LP DE 0.00 4946408500000.00 0.00 4946408500000.00 4946408500000.00 N 9.0 IA PN The percentages reported in this Schedule 13G are based upon 54,876,251,778,811 Shares outstanding comprised of (i) 54,730,851,778,811 Shares outstanding as of February 18, 2026 (according to the Issuer's Form 6-K as filed with the Securities and Exchange Commission on February 19, 2026), and (ii) 145,400,000,000 Shares issuable upon conversion of certain warrants that 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 February 27, 2026. CUSIP number 05501U403 reported on the cover page above and in Item 2(e) below applies to the unrestricted class of the Issuer's American Depository Shares ("ADSs"), which formerly traded over-the-counter. The reporting persons also own the Issuer's restricted ADSs, CUSIP number 05501U502. There are other classes of the Issuer's ADSs with different CUSIP numbers. The various CUSIPs may represent different numbers of common shares of the Issuer. The reporting persons also own warrants exchangeable for Issuer's common shares. The shared voting power and shared dispositive numbers reported herein represent the aggregate common share equivalent holdings of the various ADSs and the warrants beneficially owned by the reporting persons. All references to "Shares" herein mean common shares of the Issuer. Readystate Master Fund, Ltd. E9 0.00 4385820500000.00 0.00 4385820500000.00 4385820500000.00 N 8.0 OO Readystate Strategic Opportunities Master Fund Ltd. E9 0.00 560588000000.00 0.00 560588000000.00 560588000000.00 N 1.0 OO Ryan Garino X1 0.00 4946408500000.00 0.00 4946408500000.00 4946408500000.00 N 9.0 HC IN David Grossman X1 0.00 4946408500000.00 0.00 4946408500000.00 4946408500000.00 N 9.0 HC IN AZUL SA AV. MARCOS PENTEADO ULHOA RODRIGUES, NO. 939, 9 FLOOR, ED. JATOBA, BARUERI, BRAZIL 06460-040. 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. 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. 360 N Green Street, Suite 1400, Chicago, IL 60607. 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. Y 1. Readystate Asset Management, LP may be deemed to beneficially own 4,946,408,500,000 Shares. 2. Readystate Master Fund, Ltd. may be deemed to beneficially own 4,385,820,500,000 Shares. 3. Readystate Strategic Opportunities Master Fund Ltd. may be deemed to beneficially own 560,588,000,000 Shares. 4. Mr. Grossman may be deemed to beneficially own 4,946,408,500,000 Shares. 5. Mr. Garino may be deemed to beneficially own 4,946,408,500,000 Shares. 1. The number of Shares that Readystate Asset Management, LP may be deemed to beneficially own constitutes 9.0% of the Shares outstanding. 2. The number of Shares that Readystate Master Fund, Ltd. may be deemed to beneficially own constitutes 8.0% of the Shares outstanding. 3. The number of Shares that Readystate Strategic Opportunities Master Fund Ltd. may be deemed to beneficially own constitutes 1.0% of the Shares outstanding. 4. The number of Shares that Mr. Grossman may be deemed to beneficially own constitutes 9.0% of the Shares outstanding. 5. The number of Shares that Mr. Garino may be deemed to beneficially own constitutes 9.0% of the Shares outstanding. 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 1. Readystate Asset Management, LP: 4,946,408,500,000 2. Readystate Master Fund, Ltd.: 4,385,820,500,000 3. Readystate Strategic Opportunities Master Fund Ltd.: 560,588,000,000 4. Mr. Grossman: 4,946,408,500,000 5. Mr. Garino: 4,946,408,500,000 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 1. Readystate Asset Management, LP: 4,946,408,500,000 2. Readystate Master Fund, Ltd.: 4,385,820,500,000 3. Readystate Strategic Opportunities Master Fund Ltd.: 560,588,000,000 4. Mr. Grossman: 4,946,408,500,000 5. Mr. Garino: 4,946,408,500,000 Y Y Y Y Y N 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. Exhibit 99.1 - Joint Filing Agreement Readystate Asset Management, LP /s/ Shellane Mulcahy Shellane Mulcahy, Authorized Signatory 02/27/2026 Readystate Master Fund, Ltd. /s/ Shellane Mulcahy By: Readystate Asset Management, LP, Investment Manager, By: Shellane Mulcahy, Authorized Signatory 02/27/2026 Readystate Strategic Opportunities Master Fund Ltd. /s/ Shellane Mulcahy By: Readystate Asset Management, LP, Investment Manager, By: Shellane Mulcahy, Authorized Signatory 02/27/2026 Ryan Garino /s/ Ryan Garino Ryan Garino 02/27/2026 David Grossman /s/ David Grossman David Grossman 02/27/2026 EX-99.1 2 tm267443d1_ex99-1.htm EXHIBIT 99.1

 

EXHIBIT 99.1

 

JOINT FILING AGREEMENT

 

The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act of 1934, as amended, on behalf of each of the undersigned.

 

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.

 

Dated February 27, 2026.

 

Readystate Asset Management, LP  Readystate Master Fund, Ltd.
       
By:/s/ Shellane Mulcahy  By: /s/ Shellane Mulcahy
 Shellane Mulcahy, Authorized Signatory    By: Readystate Asset Management, LP, Investment Manager
       
      By: Shellane Mulcahy, Authorized Signatory

 

Readystate Strategic Opportunities Master Fund Ltd.  Ryan Garino
       
By:/s/ Shellane Mulcahy  By: /s/ Ryan Garino
 By: Readystate Asset Management, LP, Investment Manager    Ryan Garino
       
 By: Shellane Mulcahy, Authorized Signatory     

 

David Grossman  
   
By:/s/ David Grossman  
 David Grossman