For the period ended: December 31, 2019

For the transition period  ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

GOL Intelligent Airlines Inc. (GOL Linhas Aéreas Inteligentes S.A.)

Full name of registrant

Not applicable

Praça Comandante Linneu Gomes, S/N, Portaria 3

City, state and zip code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period:

GOL Intelligent Airlines Inc. (GOL Linhas Aéreas Inteligentes S.A.) (the “Registrant”) respectfully notifies the U.S. Securities and Exchange Commission that it is unable to timely file, without unreasonable effort and expense, its annual report on Form 20-F for the fiscal year ended December 31, 2019 (the “2019 Annual Report”). The Registrant requires additional time to complete its evaluation and review with its independent auditor of (i) the effectiveness of the Registrant’s internal control over financial reporting as of December 31, 2019 and (ii) certain disclosures in the 2019 Annual Report, including a potential going concern emphasis by the Registrant’s independent auditor in its audit opinion to be included in the 2019 Annual Report.

In this context, the Registrant’s independent auditor has informed the Registrant’s management and audit committee that (i) the independent auditor’s report on the Registrant’s internal control over financial reporting as of December 31, 2019 will probably include one or more material weaknesses and (ii) the independent auditor’s report on the Registrant’s consolidated financial statements as of and for the year ended December 31, 2019 will probably include an emphasis paragraph regarding the Registrant’s ability to continue as a going concern.

The Registrant expects to file its 2019 Annual Report within the extension period of 15 calendar days as provided under Rule 12b-25 under the U.S. Securities Exchange Act of 1934, as amended.

Forward-Looking Statements

This Form 12b-25 contains forward-looking statements. These statements are statements that are not historical facts and are based on management’s current view and estimates of future circumstances, conditions, performance and results. The words “anticipates,” “believes,” “estimates,” “expects,” “plans” and similar expressions are intended to identify forward-looking statements. There is no guarantee that the expected events or results will actually occur. The statements are based on many assumptions and factors, including the risk that the completion and filing of the 2019 Annual Report will take longer than expected. The Registrant undertakes no commitment to update or revise forward-looking statements except as required by law.

PART IV — OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this notification:

(2)  Have all other periodic reports required under Section 13 or 15(d) of the U.S. Securities Exchange Act of 1934 or Section 30 of the U.S. Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). 

Yes ☒   No ☐

(3)  Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

Yes ☐   No ☒

If so, attach an explanation of  the anticipated change, both narratively and quantitatively, and, if  appropriate, state the reasons why a reasonable estimate of the results cannot be made.

GOL LINHAS AÉREAS INTELIGENTES S.A. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

By:              /s/ Richard F. Lark, Jr.
Name:         Richard F. Lark, Jr.
Title:           Chief Financial Officer

Dated: June 16, 2020