Cosan SA ADR 2025年年度报告和过渡报告

None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the periodcovered by the annual report. The number of outstanding shares as of December 31, 2024was: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934. Note– Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934 from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerginggrowth company. See definition of“large accelerated filer,”“accelerated filer,”and“emerging growth company”in Rule 12b-2 of theExchange Act. Large Accelerated Filer☒Accelerated Filer☐Non-accelerated Filer☐Emerging growth company☐ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if theregistrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†provided pursuant to Section 13(a) of the Exchange Act.☐ † The term“new or revised financial accounting standard”refers to any update issued by the Financial Accounting Standards Board toits Accounting Standards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: If“Other”has been checked in response to the previous question, indicate by check mark which financial statement item the registranthas elected to follow. ☐Item 17☐Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct). Yes☐No☒ Table of Content Table of Contents PageItem 10. Additional Information176A. Share Capital176B. Memorandum and Articles of Association176C. Material Contracts185D. Exchange Controls185E. Taxation186F. Dividends and Paying Agents193G. Statement by Experts193H. Documents on Display193I. Subsidiary Information193J. Annual Report to Security Holders193Item 11. Quantitative and Qualitative Disclosures About Market Risk194Item 12. Description of Securities Other Than Equity Securities198A. Debt Securities198B. Warrants and Rights198C. Other Securities198D. American Depositary Shares198PART II200Item 13. Defaults, Dividend Arrearages and Delinquencies200Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds200Item 15. Controls and Procedures200Item 16. [Reserved]202Item 16A. Audit Committee Financial Expert202Item 16B. Code of Ethics202Item 16C. Principal Accountant Fees and Services202Item 16D. Exemptions from the Listing Standards for Audit Committees203Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers203Item 16F. Change in Registrant’s Certifying Accountant204Item 16G. Corporate Governance204Item 16H. Mine Safety Disclosure204Item 16I. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections204Item 16J. In