AXIA Energia 提交6-K，報告發行5億巴西雷亞爾brAAA級債券用於水電項目

6-K
1
axia20260729_6k1.htm
6-K

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 July, 2026

 

Commission File Number 1-34129

 

 

AXIA Energia S.A.

(Exact name of registrant as specified in its
charter)

AXIA Energia S.A.

(Translation of Registrant's name into English)

Avenida Graça Aranha, 26
Centro, CEP 20030-900
Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

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

Form 20-F ___X___ Form 40-F _______

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

Yes _______ No___X____

  

  

 

COMMENCEMENT NOTICEOF THE PUBLIC OFFERING, UNDER THE AUTOMATIC REGISTRATION PROCEDURE, OF SIMPLE DEBENTURES, NON-CONVERTIBLE INTO SHARES,
OF THE UNSECURED TYPE, IN A SINGLE SERIES, OF THE 11TH (ELEVENTH) ISSUANCE OFAXIA ENERGIA S.A. CNPJ no. 00.001.180/0001-26in the amount
ofR$ 500,000,000.00 (five hundred million reais)ISIN CODE OF DEBENTURES: BRAXIADBS0I5Final Issue Risk Rating of “brAAA” assigned
by Standard & Poor’s Ratings do Brasil Ltda.**This rating was made on July 21, 2026; the characteristics of this security are
subject to change.DISCLOSURE OF A PROSPECTUS WAS WAIVED, PURSUANT TO ITEM I OF ARTICLE 9, AND OF THE INFORMATION SHEET, IN ACCORDANCE
WITH §1 OF ARTICLE 23, BOTH OF CVM RESOLUTION 160 (AS DEFINED BELOW) FOR THE EXECUTION OF THIS OFFER (AS DEFINED BELOW).THE REGISTRATION
OF THE OFFER OF THE DEBENTURES WAS AUTOMATICALLY GRANTED BY THE BRAZILIAN SECURITIES AND EXCHANGE COMMISSION (“CVM”) ON JULY
27, 2026, UNDER NO. CVM/SRE/AUT/DEB/PRI/2026/368.1. SECURITY OFFERED AND IDENTIFICATION OF THE OFFERORAXIA ENERGIA S.A., a corporation
registered as a securities issuer, category "A", before CVM, in operational phase, headquartered in the city of Rio de Janeiro, State
of Rio de Janeiro, at Avenida Graça Aranha, nº 26, Loja A, Centro, CEP 20.030-900, registered in the National Register of
Legal Entities of the Ministry of Finance ("CNPJ") under No. 00.001.180/0001- 26, with its constitutive acts registered with the Board
of Trade of the State of Rio de Janeiro under NIRE 33.300.346.767 ("Issuer"), together with BTG PACTUAL INVESTMENT BANKING LTDA., an institution
that is part of the securities distribution system, with an office in the City of São Paulo, State of São Paulo, at Avenida
Brigadeiro Faria Lima, n.º 3.477, 14º andar, CEP 04538-133, enrolled with the CNPJ under No. 46.482.072/0001-13 (“Lead
Coordinator”) and XP INVESTIMENTOS CORRETORA DE CÂMBIO, TÍTULOS E VALORES MOBILIÁRIOS S.A., financial institution
that is part of the securities distribution system, headquartered in the city of Rio de Janeiro, State of Rio de Janeiro, at Praia do
Botafogo, nº 501, bloco 1, CEP 22.250-911, enrolled with the CNPJ under nº 02.332.886/0001-04 (“XP Investimentos”
and, together with the Lead Coordinator, the “Coordinators”), hereby communicate, pursuant to article 59, item II and §3,
of CVM Resolution No. 160, of July 13, 2022, as in force (“CVM Resolution 160” and “Commencement Notice”, respectively),
the beginning of the public distribution of 500,000 (five hundred thousand) simple debentures, not convertible into shares, of the unsecured
type, in a single series, of the 11th (eleventh) issuance of the Issuer ("Debentures" and "Issuance", respectively), with a unit par value
of R$1,000.00 (one thousand reais), on the issuance date, that is, July 15, 2026 ("Issuance Date"), totaling, on the Issuance Date, the
total amount of R$500,000,000.00 (five hundred million reais), as provided for in the "Private Instrument for the 11th (Eleventh) Issue
of Simple Debentures, Not Convertible Into Shares, in a Single Series for Public Distribution Purposes under Axia Energia S.A.’s
Automatic Registration Procedure", entered into on July 17, 2026, between the Issuer and VÓRTX DISTRIBUIDORA DE TÍTULOS
E VALORES MOBILIÁRIOS LTDA., a financial institution authorized to operate by the Central Bank of Brazil, incorporated as a limited
liability company, headquartered in the city of São Paulo, State of São Paulo, at Rua Gilberto Sabino, nº 215, 4º
andar, Pinheiros, CEP 05.425-020, enrolled with the CNPJ under No. 22.610.500/0001-88 (www.vortx.com.br), as trustee and representative
of the holders of the Debentures, within the scope of the Issue (“Trustee” and “Original Issuance Deed”, respectively),
as amended by the “First Amendment to the Private Instrument for the 11th (Eleventh) Issue of Simple Debentures, Not Convertible
into Shares, in a Single Series, Intended for Public Distribution under AXIA Energia S.A.s Automatic Registration Procedure” entered
into on July 27, 2026, between the Issuer and the Trustee (“First Amendment to the Original Issuance Deed” and, together with
the Original Issuance Deed, “Issuance Deed”), intended exclusively for professional investors, as defined under the terms
of articles 11 and 13 of CVM Resolution No. 30, of May 11, 2021, as amended ("Professional Investors"), being, therefore, subject to the
automatic rite of registration of a public offer for the distribution of securities, pursuant to article 25 and article 26, item IV, item
"a", of CVM Resolution 160, of article 19 of Law No. 6.385, of December 7, 1976, as amended and other applicable laws and regulations
("Offer").2. PROJECTThe Debentures were issued in the manner provided for in article 2 of Law No. 12.431, of June 24, 2011, as amended
(“Law 12.431”), and in Decree No. 11.964, of March 26, 2024, as amended (“Decree 11.964”), or rules that amend,
replace or complement them. The Project (as defined below) was filed with the National Secretariat for Energy Transition and Planning
of the Ministry of Mines and Energy (“MME”) under No. 48340.004093/2026-64, on July 07, 2026.Pursuant to article 2, paragraph
1, of Law 12.431, Decree 11.964, and Resolution of the National Monetary Council ("CMN") No. 5.034, of July 21, 2022, as amended ("CMN
Resolution 5.034"), the funds raised by the Issuer through the Debentures will be used exclusively for future payment, reimbursement of
expenses, costs or debts related to the implementation of the project described below ("Project") that have occurred within a period equal
to or less than 48 (forty-eight) months from the closing date of the Offer:MME Filing 48340.004093/2026-64, on 07/07/2026. Corporate Name
and CNPJ of the Priority Project Holder Santo Antônio Energia S.A.; CNPJ: 09.391.823/0001-60 Priority Sector in which the Project
is ClassifiedEnergy - Generation from renewable sources (Art. 4, III, point "a") Project Name HPP Santo Antônio Project Purpose
Payment of future expenses or reimbursement of expenditures, expenses or debts related to projects for investment in CAPEX related to
the implementation, operation, maintenance and modernization of the HPP Santo Antônio, subject of MME ConcessionContract No. 01/2008.
Project Objective Generation of renewable electric energy for commercialization in the free and regulated energy markets. Project Start
Date March/2012 Estimated Project Closure Date October/2047 Current Project Phase The Santo Antônio HPP has been in operation since
03.30.2012. Social or environmental benefits arising from the implementation of the Project The HPP generates jobs in the region, as well
as revenues for the municipality, fostering local development. In addition, the project owner is part of the Axia group, which is committed
to sustainable development and the preservation of the areas around its projects. It is noteworthy that, in its business, the Axia group
considers aspects related to climate change, including goals to reduce and neutralize its emissions. The group also makes various social
investments and adopts a continuous practice of forming partnerships in support of social programs. Estimated volume of financial resources
required to carry out the Project R$ 20,076,000,000.00 Estimated volume of financial resources to be raised with the Issue R$ 500,000,000.00
Percentage that is estimated to be raised with the Debentures in view of the Project’s financial resources needs 2.49%3. WAIVER
OF PROSPECTUS AND OFFER INFORMATION SHEETThe Debentures shall be offered exclusively to Professional Investors, therefore disclosure of
a prospectus and information sheet and the use of an Offer acceptance document are waived, pursuant to article 9, item I and §3,
and article 23, §1, both of CVM Resolution 160.4. AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTIONThe registration of the Offer
was granted by CVM on July 27, 2026, under no. CVM/SRE/AUT/DEB/PRI/2026/368.The Offer will be made under the automatic registration procedure
and has not been submitted to the prior analysis of the Brazilian Association of Financial and Capital Market Entities (“ANBIMA”)
or any regulatory or self-regulatory entity, pursuant to article 26, item IV, item “a”, and article 27, item I, both of CVM
Resolution 160, considering that (i) the Issuer qualifies as a frequent issuer of fixed income securities – EFRF, as it is an issuer
with great exposure to the market – EGEM, as provided for in item I, article 38-A of CVM Resolution No. 80, of March 29, 2022, as
in force; (ii) the Debentures are non-convertible and not exchangeable into shares issued by the Issuer; and (iii) the Offer will be intended
exclusively for Professional Investors.The Offer shall be registered with ANBIMA within 7 (seven) days from the date of publication of
the Offer closing announcement, pursuant to articles 15 and 18 of the "Rules and Procedures for Public Offerings", as in force, an integral
part of the "ANBIMA Self-Regulation Code for Structuring, Coordination and Distribution of Public Offerings of Securities and Public Takeover
Offers", as in force.5. ESTIMATED SCHEDULE OF OFFER STAGESBelow is a schedule of the main stages of the Offer:Event (1) Date (2) 1 Submission
of electronic application form for the Offer to the CVM 07/17/2026 2 Publication of the Market Notice 07/17/2026 3 Bookbuilding Procedure
07/24/2026 4 Publication of market notice regarding the result of the Bookbuilding Procedure 07/27/2026 5 Registration of the Offer with
the CVM 07/27/2026 6 Date of publication of this Commencement Notice 07/27/2026 7 Financial Settlement Date of the Debentures 07/28/2026
8 Maximum date for publication of the Closing Notice Up to 180 (one hundred and eighty) days from the publication of this Commencement
Notice(1)The dates provided for future events are merely indicative and are subject to changes, modifications, suspensions, extensions,
delays and anticipations without prior notice, at the discretion of the Issuer and the Coordinators. Any modification to the distribution
schedule must be communicated to the CVM and may be analyzed as a modification of the Offer, following the provisions of articles 67 and
69 of CVM Resolution 160. Furthermore, should changes in circumstances, suspension, extension, revocation or modification of the Offering
occur, such schedule may be altered.(2)Any communications or announcements relating to the Offer shall be made available on the websites
of the CVM, B3, the Issuer and the Coordinators, under the terms provided in article 13 of CVM Resolution 160.6. ADDITIONAL INFORMATIONAdditional
information regarding the Issue, the Offer, the distribution and the Debentures may be obtained from the Coordinators or from the CVM.The
capitalized terms used in this "Commencement Notice of the Public Offering for Distribution, under the Automatic Registration Procedure,
of Simple Debentures, not Convertible into Shares, of the Unsecured Type, in Single Series, of the 11th (Eleventh) Issue of AXIA Energia
S.A." ("Commencement Notice"), which are not defined herein, shall have the meaning assigned to them in the Issuance Deed.REGISTRATION
OF THE PRESENT PUBLIC DISTRIBUTION OFFERING SHALL NOT IMPLY, ON THE PART OF THE CVM, GUARANTEE OF THE TRUTHFULNESS OF THE INFORMATION
PROVIDED OR JUDGMENT ON THE QUALITY OF THE ISSUER, AS WELL AS ON THE DEBENTURES TO BE DISTRIBUTED. THE SECURITIES SUBJECT TO THE OFFER
ARE PRIMARILY EXPOSED TO THE CREDIT RISK OF THE ISSUER.CAREFULLY READ THE TERMS AND CONDITIONS OF THE ISSUANCE DEED AND THE ISSUER’S
REFERENCE FORM BEFORE MAKING YOUR INVESTMENT DECISION, PARTICULARLY THE "RISK FACTORS" SECTIONS OF THE ISSUER’S REFERENCE FORM,
TO ASSESS THE RISKS THAT SHOULD BE CONSIDERED BEFORE INVESTING IN THE DEBENTURES.AN INVESTMENT INTENTION COLLECTION PROCEDURE WAS CONDUCTED
BY THE ……….COORDINATORS PURSUANT TO ARTICLES 61 AND 62 OF CVM RESOLUTION 160.THE MARKET OFFER IS IRREVOCABLE, BUT
MAY BE SUBJECT TO PREVIOUSLY INDICATED CONDITIONS THAT CORRESPOND TO A LEGITIMATE INTEREST OF THE ISSUER AND WHOSE IMPLEMENTATION DOES
NOT DEPEND ON DIRECT OR INDIRECT ACTION BY THE ISSUER OR PERSONS LINKED TO IT, PURSUANT TO ARTICLE 58 OF CVM RESOLUTION 160.THE INFORMATION
CONTAINED IN THIS COMMENCEMENT NOTICE AND MARKET NOTICES HAS NOT BEEN ANALYZED BY THE CVM, ANBIMA, OR BY ANY SELFREGULATORY ENTITY.CONSIDERING
THAT THE OFFER IS SUBJECT TO THE AUTOMATIC REGISTRATION PROCEDURE FOR DISTRIBUTION, REGISTRATION OF THE OFFER DID NOT REQUIRE PRIOR ANALYSIS
BY THE CVM AND ANBIMA. ACCORDINGLY, THE DOCUMENTS RELATING TO THE DEBENTURES AND THE OFFER HAVE NOT BEEN AND SHALL NOT BE SUBJECT TO PRIOR
REVIEW BY THE CVM AND/OR ANBIMA, INCLUDING, WITHOUT LIMITATION, THIS COMMENCEMENT NOTICE AND ALL OTHER OFFER DOCUMENTS.FURTHER INFORMATION
ABOUT THE DISTRIBUTION MAY BE OBTAINED FROM THE COORDINATORS AND OTHER INSTITUTIONS PARTICIPATING IN THE DISTRIBUTION CONSORTIUM, OR FROM
THE CVM.THE DEBENTURES SHALL BE SUBJECT TO RESALE RESTRICTIONS, AS INDICATED IN ARTICLE 86, ITEM I, OF CVM RESOLUTION 160.Rio de Janeiro,
July 27, 2026.LEAD COORDINATORCOORDINATORS 

  

  

 

 

  

  

 

 

  

  

 

 

  

  

 

 

  

  

 

SIGNATURE

 

 

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: July 29, 2026

 AXIA Energia S.A.

  
  
  

 By:
 
 /S/ Eduardo Haiama

  

  
 
 Eduardo Haiama

 Vice-President of Finance and Investor Relations

  

 

 

FORWARD-LOOKING STATEMENTS

 

This document may contain estimates and projections that are not statements
of past events but reflect our management’s beliefs and expectations and may constitute forward-looking statements under Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words “believes”,
“may”, “can”, “estimates”, “continues”, “anticipates”, “intends”,
“expects”, and similar expressions are intended to identify estimates that necessarily involve known and unknown risks and
uncertainties. Known risks and uncertainties include, but are not limited to: general economic, regulatory, political, and business conditions
in Brazil and abroad; fluctuations in interest rates, inflation, and the value of the Brazilian Real; changes in consumer electricity
usage patterns and volumes; competitive conditions; our level of indebtedness; the possibility of receiving payments related to our receivables;
changes in rainfall and water levels in reservoirs used to operate our hydroelectric plants; our financing and capital investment plans;
existing and future government regulations; and other risks described in our annual report and other documents filed with the CVM and
SEC. Estimates and projections refer only to the date they were expressed, and we do not assume any obligation to update any of these
estimates or projections due to new information or future events. Future results of the Company’s operations and initiatives may
differ from current expectations, and investors should not rely solely on the information contained herein. This material contains calculations
that may not reflect precise results due to rounding.