Azul SA ADR 2026年年度报告和过渡报告

FORM 20-F OR Yes☐No☒ Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that theregistrant 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 submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and“emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any newor 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 to its 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 effectiveness of its internal control over financial reporting under Section 404 (b) of the Sarbanes-Oxley Act (15 U.S.C. 7262 (b)) by the registered public accounting firm that prepared or issued its audit report.Yes☒No☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevantrecovery 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 registrant has elected to follow: Yes☐No☒ Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under aplan confirmed by a court: Yes☒No☐ TABLE OF CONTENTS FORWARD-LOOKING STATEMENTS ITEM1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERSITEM2. OFFER STATISTICS AND EXPECTED TIMETABLEITEM3. KEY INFORMATION A.[Reserved]B.Capitalization and IndebtednessC.Reasons for the Offer and Use of ProceedsD.Risk Factors ITEM4. INFORMATION ON THE COMPANY A.History and Development of the CompanyB.Business OverviewC.Organizational StructureD.Property, Plant and Equipment ITEM4A. UNRESOLVED STAFF COMMENTS A.Operating ResultsB.Liquidity and Capital ResourcesC.Research and Development, Patents and LicensesD.Trend InformationE.Critical Accounting Estimates ITEM6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES A.Directors and Senior ManagementB.Management CompensationC.Board PracticesD.EmployeesE.Share OwnershipF.Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation ITEM7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A.Major ShareholdersB.Related Party TransactionsC.Interests of Experts and Counsel ITEM8. FINANCIAL INFORMATION ITEM9. THE OFFER AND LISTING A.Offering and Listing DetailsB.Plan of DistributionC.MarketsD.Selling ShareholdersE.DilutionF.Expenses of the Issue ITEM10. ADDITIONAL INFORMATION A.Share CapitalB.Memorandum and Articles of AssociationC.Material Contracts D.Exchange ControlsE.TaxationF.Dividends and Payment AgentsG.Statements by ExpertsH.Documents on DisplayI.Subsidiary InformationJ.Annual Report to Security HoldersITEM11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK PART II ITEM12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES A.Debt SecuritiesB.Warrants and RightsC.Other SecuritiesD.American Depositary Shares A.AUDIT COMMITTEE FINANCIAL EXPERTB.CODE OF ETHICSC.PRINCIPAL ACCOUNTANT FEES AND SERVICESD.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEESE.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERSF.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANTG.CORPORATE GOVERNANCEH.MINE SAFETY DISCLOSUREI.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONSJ.INSIDER TRADING POLICIESK.CYBER