Form 8-A12B/A - Registration of securities [Section 12(b)]: [Amend]
July 23 2024 - 8:32PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
Amendment No. 1
to
Form 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF
1934
LATAM Airlines Group S.A.
(Exact name of registrant as specified
in its charter)
Republic of Chile |
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59-2605885 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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Presidente Riesco 5711, 20th Floor
Las Condes
Santiago, Chile |
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Not Applicable |
(Address of principal executive offices) |
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(Zip Code) |
Copy to:
Adam J. Brenneman, Esq.
Jorge U. Juantorena, Esq.
Cleary Gottlieb Steen & Hamilton
LLP
One Liberty Plaza
New York, New York 10006
(212) 225-2000
Securities to be registered pursuant
to Section 12(b) of the Act:
Title of each class to be so
registered |
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Name of each exchange on which each class is to be registered |
American Depositary Shares (as evidenced by American Depositary Receipts), each representing two thousand shares of Common Stock, without par value (“ADS”) |
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The New York Stock Exchange |
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Common Stock, no par value* |
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The New York Stock Exchange |
If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c) or (e), check the following box. ☒
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: 333-280864
Securities to be registered pursuant to Section 12(g) of the
Act: None.
| * | Not for trading, but only in connection with the listing of
the American depositary shares on the New York Stock Exchange. Each ADS represents the right to receive two thousand shares of common
stock, without par value, and the ADSs are being registered under the Securities Act of 1933, as amended, pursuant to a separate Registration
Statement on Form F-6 (File No. 333-280864). Accordingly, the ADSs are exempt from the operation of Section 12(a) of the Securities Exchange
Act of 1934, as amended, pursuant to Rule 12a-8. |
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-A/A amends and
restates in its entirety the information set forth in the Registration Statement on Form 8-A previously filed by LATAM Airlines Group
S.A (the “Company”) with the Securities and Exchange Commission (the “SEC”) on July 18, 2024.
INFORMATION REQUIRED IN REGISTRATION
STATEMENT
Item 1. Description of Registrant’s Securities to
be Registered.
The securities to be registered hereby are the
American Depositary Shares (“ADS”) each representing two thousand common shares. The Registrant hereby incorporates by reference
the description of the ADS included in the Registrant’s Registration Statement on Form F-6 filed with the SEC on July 18, 2024 (File
No. 333-280864).
Item 2. Exhibits.
99 (A). |
| Amended and Restated By-laws of the Registrant (incorporated herein by reference to Exhibit 1.1 to Amendment No. 1 to the Registrant’s Registration Statement on Form F-1, filed October 26, 2022, File No. 333-266844.). |
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99 (B). |
| Third Amended and Restated Deposit Agreement dated as of September 21, 2017 among the Company and its successors and JPMorgan Chase Bank N.A., incorporated herein by reference from Exhibit 99(a)(1) to our registration statement on Form F-6 (File No. 333-262919), filed on February 22, 2022. |
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99 (C). | | Amendment No. 1 dated as of March 12, 2021 to the Third Amended and Restated Deposit Agreement dated as of September 21, 2017, between the Company and JPMorgan Chase Bank N.A., filed as Exhibit 99(a)(2) to our registration statement on Form F-6 (File No. 333-262919), filed on February 22, 2022. |
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99 (D). | | Amendment No. 2 dated as of July 24, 2024 to the Third Amended and Restated Deposit Agreement dated as of September 21, 2017, between the Company and JPMorgan Chase Bank N.A., filed as Exhibit 99(a)(3) to our registration statement on Form F-6 (File No. 333-280864), filed on July 18, 2024. |
SIGNATURE
Pursuant to the requirements of Section
12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
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LATAM Airlines Group S.A. |
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By: |
/s/ Roberto
Alvo |
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Name: |
Roberto Alvo |
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Title: |
Chief Executive Officer |
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By: |
/s/ Ramiro
Alfonsín |
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Name: |
Ramiro Alfonsín |
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Title: |
Chief Financial Officer |
Date: July 23, 2024
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