AVH Avianca Holdings SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15F

CERTIFICATION OF A FOREIGN PRIVATE ISSUER’S TERMINATION OF REGISTRATION OF A CLASS OF SECURITIES UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ITS TERMINATION OF THE DUTY TO FILE REPORTS UNDER SECTION 13(a) OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36142

Avianca Holdings S.A.

(Exact name of registrant as specified in its charter)

MMG Tower, Piso 23, Avenida Paseo del Mar,

Costa del Este

Panama City, Republic of Panama

(+507) 265-7777

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

American Depositary Shares (as evidenced by American Depositary Receipts),

each representing 8 preferred shares, with a par value of $0.125 per preferred share

Preferred shares, with a par value of $0.125 per preferred share

(Title of each class of securities covered by this Form)

Place an X in the appropriate box(es) to indicate the provision(s) relied upon to terminate the duty to file reports under the Securities Exchange Act of 1934:

PART I

Item 1. Exchange Act Reporting History

Prior to May 27, 2020, AVH’s American Depositary Receipts (“ADRs”), each representing 8 preferred shares of AVH, with a par value of $0.125 per preferred share (the “Preferred Shares”), were listed on The New York Stock Exchange (the “NYSE”). On May 27, 2020, following AVH’s Chapter 11 Filing (as defined below), the NYSE filed a Form 25 with the Commission, informing that the NYSE had complied with its rules to strike the class of securities from listing and/or withdraw registration on the NYSE of AVH’s ADRs.

Item 2. Recent United States Market Activity

AVH’s securities were last sold in the United States in a registered offering under the Securities Act of 1933, as amended, that was completed on November 4, 2013.

Item 3. Foreign Listing and Primary Trading Market

Pursuant to release No. 219 of the Colombian Stock Exchange, on November 2, 2021, the Colombian Stock Exchange suspended trading in AVH’s Preferred Shares. As a result, as of such date, all active orders relating to AVH’s Preferred Shares were automatically removed from the trading system, and neither the entry of orders nor the execution of over-the-counter trades were allowed.

Item 4. Comparative Trading Volume Data

Not applicable.

Item 5. Alternative Record Holder Information

On May 10, 2020, AVH and certain of its subsidiaries and affiliates (together with AVH, the “Debtors”) filed voluntary petitions (the “Chapter 11 Filing”) under Chapter 11 of the U.S. Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On November 2, 2021, the Bankruptcy Court entered the Order (i) Confirming Further Modified Joint Chapter 11 Plan of Avianca Holdings S.A. And Its Affiliated Debtors and (ii) Granting Related Relief [Docket No. 2300] confirming the Debtors’ Further Modified Joint Chapter 11 Plan of Avianca Holdings S.A. and its Affiliated Debtors [Docket No. 2259] (as amended and supplemented from time to time, the “Plan”), and on December 1, 2021 (the “Effective Date”), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy.

In accordance with the Plan, on the Effective Date, pursuant to sections 1141(b) and (c) of the Bankruptcy Code, all of AVH’s property was vested in a new corporation formed to, among other things, directly or indirectly acquire substantially all of the assets of AVH.

The Plan also authorized the liquidation of AVH, subject to local laws. On March 25, 2022, at a shareholders’ meeting held at the Westin Hotel, Costa Del Este, Panama City, Panama, AVH’s shareholders approved the dissolution of AVH in furtherance of the Plan. As a result of the adoption of such resolution, in accordance with Panamanian law, AVH’s corporate purpose is solely limited to conducting any actions necessary to wind down AVH’s affairs. No business, other than related to its liquidation, may be undertaken by AVH. Consequently, all previously issued and outstanding equity interests in AVH (which include the Preferred Shares underlying AVH’s ADRs and the ADRs) are to be deemed as cancelled and extinguished, subject to completion of the liquidation process in compliance with Panamanian law, thereby reducing the number of holders of record of AVH’s equity securities to zero and meeting the requirements of Rule 12h-6(a)(4)(ii).

Item 6. Debt Securities

Not applicable.

Item 7. Notice Requirement

Item 8. Prior Form 15 Filers

Not applicable.

PART II

Item 9. Rule 12g3-2(b) Exemption

Given that AVH is currently undergoing liquidation, AVH is not required to produce or to make available any information set forth under Rule 12g3-2(b)(1)(iii) to any security holders pursuant to the laws of the country of its incorporation, organization or domicile or otherwise.

PART III

Item 10. Exhibits

Attached as Exhibit 99.1 to this Form 15F is a copy of the notice, required by Rule 12h-6(h) (17 CFR 240.12h-6(h)), disclosing AVH’s intent to terminate its duty to file reports under section 13(a) and 15(d) of the Exchange Act.

Item 11. Undertakings

The undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time before the effectiveness of its termination of reporting under Rule 12h-6, it has actual knowledge of information that causes it reasonably to believe that, at the time of filing the Form 15F:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Avianca Holdings S.A. has duly authorized the undersigned person to sign on its behalf this certification on Form 15F. In so doing, Avianca Holdings S.A. certifies that, as represented on this Form, it has complied with all of the conditions set forth in Rule 12h-6 for terminating its registration under Section 12(g) of the Exchange Act, or its duty to file reports under Section 13(a) or Section 15(d) of the Exchange Act, or both.