Grupo Aeromexico SAB de CV ADR美股招股说明书(2025-11-07版)

11,727,325 American Depositary Shares This is the initial public offering of Grupo Aeroméxico, S.A.B. de C.V. We and the selling shareholders are offering 117,273,250 common shares, without nominal value, of Grupo Aeroméxico, S.A.B. de C.V., orthe shares, which will be represented by American Depositary Shares, or ADSs. We are offering 7,394,409 ADSs and the selling shareholders are offering 4,332,916 ADSs. Each ADS represents 10 of our shares. Thisoffering is made concurrently with a public offering authorized by the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores), or the CNBV, of shares in Mexico, which werefer to as the “Mexican offering,” and together with this offering, the “global offering,” and that will commence on the same date as this offering. We are offering 7,000,000 shares and the selling shareholders areoffering 20,463,590 shares in the Mexican offering. The Mexican offering is being conducted by the lead Mexican underwriters named elsewhere in this prospectus, or the Mexican underwriters, pursuant to aprospectus prepared in accordance with the laws of Mexico. The closing ofthe Mexican offering is conditioned upon the closing of this offering. In the aggregate, we and the selling shareholders are offering144,736,840 shares in the global offering (including the shares represented by ADSs in this offering). Shares being offered in the global offering may be reallocated between the Mexican offering and this offering. See“Underwriting (Conflict of Interest).” This is our initial public offering and prior to this offering, there has been no public market for the ADSs. The initial public offering price is $19.00 per ADS in this offering. The initial public offering price is Ps.35.34 per share in the Mexican offering. The ADSs have been approved for listing on the New York Stock Exchange, or NYSE, under the symbol “AERO.” The shares underlying the ADSs are registered in the Mexican National Securities Registry (Registro Nacional de Valores), or the RNV, maintained by the CNBV. The shares underlying the ADSs have beenapproved for listing with the Mexican Stock Exchange (Bolsa Mexicana de Valores), or the BMV. Registration and listing of the shares in Mexico will not be a certification as to the investment quality of the securities,the solvency of the issuer or the accuracy or completeness of the information contained in this prospectus. The ADSs are not required to be and will not be registered in the RNV maintained by the CNBV nor listed onthe BMV. Following this global offering, we may be required to amend our bylaws to split our single series of common shares into three series of shares and to reclassify the shares sold in this global offering into such threeseries of shares, and your rights as an ADS holder may be modified to comply with the DGIE Regulatory Approval and the Mexican Foreign Investment Law. See “Prospectus Summary—Recent Developments—DGIEApproval” and “Risk Factors—Risks Related to the ADSs and the Shares Underlying the ADSs—Following this global offering, we may be required to amend our bylaws to split our single series of common shares intothree series of shares and to reclassify the shares sold in this global offering into new series of shares and your rights as an ADS holder may be modified to comply with the DGIE Regulatory Approval and the MexicanForeign Investment Law.” Investing in the ADSs involves a high degree of risk. Please see “Risk Factors” beginning on page34. For a description of the rights relating to our shares underlying the ADSs being offered hereby, see “Description of Capital Stock” beginning on page237. (1)See “Underwriting (Conflict of Interest)” for a description of the compensation payable to underwriters. We have agreed to reimburse the underwriters for certain expenses in connection with the offering. See“Underwriting (Conflict of Interest).” PAR Investment Partners, L.P., or PAR Capital, has agreed to purchase shares from us in a private placement that is expected to close concurrently with this offering, or the private placement. PAR Capital is a“qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933, as amended, or the Securities Act, and an “accredited investor” as defined in Regulation D under the Securities Act. The numberof shares to be purchased by PAR Capital from us will be based on an aggregate purchase price of $25.0 million and a price per share equal to 95% of the initial public offering price. Based on the initial public offeringprice of $19.00 per ADS, or $1.900 per share, PAR Capital will purchase 13,850,410 shares from us at a price of $1.805 per share. The private placement is subject to certain closing conditions. PAR Capital has enteredinto a securities purchase agreement with us and an agreement with the underwriters pursuant to which it has agreed not to dispose of its shares for a period of 180 days after the date of this prospectus, subject to