Abra Group Files Confidential Draft for U.S. IPO and Overhauls Board Structure
The holding company for Avianca, Gol and Wamos Air filed a draft registration statement with the SEC and adjusted its corporate governance to meet U.S. market independence standards.
- Abra Group filed a confidential draft registration statement (Form F-1) with the U.S. SEC in November as a precursor to a potential U.S. IPO.
- The timing and completion of any offering remain subject to market conditions and SEC review.
- Abra overhauled its Board of Directors to meet U.S. stock exchange independence standards, effective January 1, 2026.
- The new board will have nine members and a majority meeting strict independence criteria.
- Continuity maintained via key shareholders: Constantino de Oliveira Junior (Chairman), Roberto Kriete, Richard Schifter, Patricio Kiblisky, and Jackson Schneider.
- Four new independent directors appointed: Robert Fornaro, Timothy Coleman, Stephen Kavanagh, and Howard Millar, bringing aviation and financial restructuring expertise.
- Reorganization aims to improve transparency, accountability and attract institutional capital for the potential IPO.
- Abra thanked outgoing directors for their contributions since the group's founding in 2023.
Abra Group, the parent company overseeing the operations of Avianca, Gol, and Wamos Air, has officially signaled its intent to list on the United States stock market. In a dual strategic move, the firm confirmed the filing of financial documentation with US regulators and a deep restructuring of its Board of Directors to align its corporate governance with Wall Street requirements.
According to a statement from Abra Group, the company confidentially submitted a draft registration statement on Form F-1 to the Securities and Exchange Commission (SEC) in November. This administrative step is the formal prelude to a potential initial public offering (IPO) of its common shares in the US.
The holding company clarified that the offering itself and its timing remain subject to market conditions and the completion of the review process by the regulatory body.
- What did Abra Group file with the SEC?
Abra Group confidentially submitted a draft registration statement on Form F-1 to the U.S. Securities and Exchange Commission as a preparatory step toward a potential IPO of its common shares in the United States.
- Is the IPO confirmed and when will it happen?
No. The offering and its timing remain subject to market conditions and completion of the SEC review process; no definitive date has been set.
- Why did Abra change its Board of Directors?
Abra restructured its Board to meet U.S. stock exchange independence requirements, enhance governance, transparency and accountability, and to better position the company to attract institutional investors in a possible IPO.
- Who will lead the board and which members remain?
Constantino de Oliveira Junior will continue as Chairman. Continuing members include Roberto Kriete, Richard Schifter, Patricio Kiblisky, and Jackson Schneider.
- Who are the new independent directors and what experience do they bring?
The four new independent directors are Robert Fornaro (former CEO of Spirit Airlines and AirTran; board member at Southwest and WestJet), Timothy Coleman (former partner at PJT Partners and Blackstone with restructuring expertise), Stephen Kavanagh (former CEO of Aer Lingus; director at Norwegian and Oman Air), and Howard Millar (former CFO and deputy CEO of Ryanair).
Board Restructuring
Parallel to the financial move, and aimed at preparing its governance structure for public scrutiny, shareholders approved substantial changes to its leadership composition. Effective January 1, 2026, Abra’s Board will consist of nine members, specifically selected to achieve a majority of directors meeting the strict independence criteria of US stock exchanges.
Adrian Neuhauser, Abra’s CEO, noted that the group is entering a new chapter and that the new Board brings together diverse experiences and perspectives that will guide the strategy and reinforce its competitive position.
New Names and Continuity
The new board composition combines the continuity of key shareholders with the arrival of global aviation industry veterans and financial sector experts:
Continuing Members:
- Constantino de Oliveira Junior (Chairman)
- Roberto Kriete
- Richard Schifter
- Patricio Kiblisky
- Jackson Schneider
New Independent Directors (Effective January 2026):
- Robert Fornaro: former CEO of Spirit Airlines and AirTran, current board member of Southwest and WestJet.
- Timothy Coleman: former partner at PJT Partners and Blackstone, with restructuring expertise.
- Stephen Kavanagh: former CEO of Aer Lingus and director at Norwegian and Oman Air.
- Howard Millar: former CFO and deputy CEO of Ryanair.
This infusion of external expertise seeks to provide transparency and accountability, essential elements for attracting institutional capital in a potential IPO. The group expressed its gratitude to the outgoing directors for their work during the company's foundational stage, which began in 2023.