SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
REPORT OF FOREIGN
ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE
ACT OF 1934
For the month of
October 2021
(Commission File
No. 001-32221)
GOL LINHAS AÉREAS
INTELIGENTES S.A.
(Exact name of registrant
as specified in its charter)
GOL INTELLIGENT
AIRLINES INC.
(Translation of
registrant’s name into English)
Praça Comandante
Linneu Gomes, Portaria 3, Prédio 24
Jd. Aeroporto
04630-000 São Paulo, São Paulo
Federative Republic of Brazil
(Address of registrant’s
principal executive offices)
Indicate by check mark
whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F ______
Indicate by check
mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
(“Publicly-held Company”)
CNPJ/ME No 06.164.253/0001-87
NIRE 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING
HELD ON OCTOBER 25, 2021
I. Date, Time and Place: On October 25,
2021, at 11:00, exclusively digital, considered as held at the head office of Gol Linhas Aéreas Inteligentes S.A. (“Company”),
at Praça Comandante Linneu Gomes, S/N, Portaria 3, in the Meeting Room of the Board of Directors, Jardim Aeroporto, Zip Code 04626-020,
in the city and state of São Paulo.
II. Call Notice and Attendance: The call
notice was waived due to the attendance of all members of the Board of Directors: Constantino de Oliveira Junior, Joaquim Constantino
Neto, Ricardo Constantino, Anna Luiza Serwy Constantino, Antonio Kandir, André Béla Jánszky, Germán Pasquale
Quiroga Vilardo and Philipp Schiemer.
III. Presiding Board: Mr. Constantino
de Oliveira Junior was the Chairman of the meeting, and invited me, Ana Beatriz M. P. de Almeida Lobo, to act as secretary of the meeting.
IV. Agenda: To discuss, pursuant to Article
21 (k) and (l) of the Company’s Bylaws, (i) the Company’s granting of the Guarantee (as defined below) to secure the
obligations of its subsidiary GOL Linhas Aéreas S.A. (“GLA”), a Brazilian corporation having no registration
as a publicly-held company with the Brazilian Securities Commission (“CVM”), with its registered office located at
Praça Senador Salgado Filho, s/n, térreo, Aeroporto Santos Dumont, public area, 46-48/O-P, Administrative Back Office, CEP
20.021-340, Rio de Janeiro, RJ, taxpayer identification number CNPJ/ME 07.575.651/0001-59 (“Issuer”), in its eighth
issue of a single series of secured non-convertible debentures for public distribution with restricted placement efforts, pursuant to
CVM Instruction No. 476, dated January 16, 2009, as amended (“CVM Instruction 476”), for BRL610,217,000 (“Issue”
and “Debentures”, respectively); (ii) the Company’s entering into, as a guarantor in the context of the
Issue, a Private Instrument of Indenture of the Eighth Issuance of Debentures of GLA (“Indenture”); (iii)
the Company’s entering into, as intervening
and consenting party and as a party having joint and several liability together with the Issuer, the Distribution Agreement (as defined
below); (iv) the Company’s entering into, as intervening and consenting party, the Amendment to the Fiduciary Assignment
Agreement (as defined below); and (v) authorization for the Company’s executive board to take any and all actions required
for the formalization of the Guarantee, and the delivery and execution of the Indenture, the Fiduciary Assignment Agreement and the Distribution
Agreement, including the grant of powers of attorney and the execution of auxiliary documents, annexes and the like, and the approval
and ratification of any acts already taken for purposes of the Issue and the guarantee. V. Resolutions: After the necessary
clarifications were provided, the Company’s Board of Directors unanimously approved (i) the guarantee securing GLA’s
obligations under the Issue, as provided for in the Indenture, binding the Company as guarantor, primary payer and as party jointly and
severally liable for the Issuer’s obligations arising from the Indenture and/or provided for in any other documents of the Issue
setting forth additional characteristics of and conditions for the Issuer’s obligations, and any and all documented costs or expenses
incurred by the trustee of the Issue or by the Debentures holders resulting from proceedings, lawsuits and/or other judicial or extrajudicial
remedies required for safekeeping the claims and rights under the Indenture and other Issue documents, as amended, as well as applicable
remuneration and overdue charges, including, but not limited to, those owed to the Issue trustee, until the fulfillment of the obligations
provided for under the Indenture (“Guarantee”). The Guarantee will be granted by the Company upon express waiver to
any benefit of order, claims and disclaimers of any kind provided in the sole paragraph of Article 333, and in Articles 366, 821, 827,
830, 834, and following, of Law No. 10.406, of January 10, 2002 and Articles 130 and 794 of Law No. 13.105, of March 16, 2015. In accordance
with the Indenture, the Issue will have the following characteristics: (a) Total Issue Amount: BRL610,217,000 on the Date of Issue
(as defined below); (b) Number of Series: the Issue will have a single series; (c) Number of Debentures: 610,217 Debentures
will be issued; (d) Nominal Unit Value: BRL$1,000 on the Date of Issue; (e) Date of Issue: as defined in the Indenture (“Date
of Issue”); (f) Term and Maturity Date: the Debentures will have a term of three years from the Date of Issue and will
mature on the date defined in the Indenture; and (g) Type: the Debentures will be secured, pursuant to Article 58, of Law No. 6.404,
of December 15, 1976, and will be guaranteed by the Guarantee and the Fiduciary Assignment, as provided in the Indenture; (ii)
the execution by the Company, as a guarantor in the context of the Issue, of the Indenture, in which the Guarantee is granted by the Company;
(iii) the execution by the Company, as intervening and consenting party and
as a party having joint and several liability
together with the Issuer, of a Private Instrument for Placement of Non-Convertible Secured Debentures Under the Regime of Underwriting
Placement, in a Single Series, of GLA’s Eighth Issue, among the Issuer, the Company and intervening institutions in which the strategy
and form of placement of the Debentures under the Indenture is set forth (“Distribution Agreement”); (iv) execution
of an amendment to the Agreement for the Fiduciary Assignment as a Guarantee of Credit Rights on a Condition Precedent and Other Covenants
dated October 24, 2018, as amended from time to time (“Assignment Agreement”) by means of the Seventh Amendment to
the Agreement for the Fiduciary Assignment as a Guarantee of Credit Rights on a Condition Precedent and Other Covenants (“Amendment
to the Assignment Agreement”), to, upon fulfillment of the condition precedent exclusively related to item (iv.i) below, share
the fiduciary assignment in favor of the Debentures holders, represented by the Fiduciary Agent, over (iv.1)
any and all current and/or future credit rights held and to be held by the Issuer arising from the membership agreements entered into
between the Issuer and certain credit and debit cards managing companies referring
to sales made or to be made by the Issuer, in which its customers use "Visa" and "Mastercard" credit and debit cards
as a means of payment, including any increases or amounts, for whatever reason, including, but not limited to, fine, interest and other
charges related thereto, privileges, preferences, prerogatives, as well as credit rights arising from any other membership and accreditation
agreements of "Visa" and "Mastercard" cards that may be executed between the Issuer and credit, purchase and debit
card managing or accrediting companies (“Card Receivables”); (iv.2) certain current and/or future credit rights held
and to be held by the Issuer arising from the membership agreements entered into between the Issuer and the credit and debit cards accrediting
or any operating companies, solely in connection with the operators “Visa” and “MasterCard”, who capture, process
and settle the transactions mentioned in item (vi.1) above, including, but not limited to, fine, interest and other related charges; (iv.3)
of the proceeds arising from the credit rights described in items (vi.1) and (iv.2) above; and (iv.4) of any and all current and/or future
rights of the Issuer against the Collateral Agent (as defined in the Assignment Agreement) in connection with the funds credited to the
Bank Domicile Account and the Reserve Account (both defined in the Indenture), and the amounts deposited or to be deposited there, regardless
of their stage, also during transit or bank clearing (“Fiduciary Assignment”). Other terms and conditions of the Fiduciary
Assignment are will be those provided in the Assignment Agreement and its amendments;
and (v) authorization for the Company’s executive board to take any and all actions
required for the formalization of the approved
Guarantee, including, but not limited to, execution of the Indenture, the Distribution Agreement and the Fiduciary Assignment Agreement,
as well as the execution of any and all amendment, auxiliary documents, annexes and the like, including the grant of powers of attorney.
Any acts taken already by the executive board for purposes of the Issue are hereby fully ratified and approved. VI. Suspension
of the Meeting and Drawing-up of the Minutes: The floor was offered to
whoever might wish to use it, and since nobody did so, the meeting was suspended for the time necessary for these minutes to be drawn-up.
Upon the reopening of the meeting, these minutes were read, checked and signed by the attendees. Signatures: Presiding Board: Constantino
de Oliveira Junior, as chairman; Ana Beatriz M. P. de Almeida, as secretary. Members of the Board of Directors: Constantino de Oliveira
Junior, Joaquim Constantino Neto, Ricardo Constantino, Antonio Kandir, Germán Pasquale Quiroga Vilardo, André Béla
Jánszky, Anna Luiza Serwy Constantino and Philipp Schiemen. I hereby certify that this is a faithful copy of the minutes that
were drawn-up in the proper book.
São Paulo, October 25, 2021.
__________________________________
Constantino de Oliveira Junior
Chairman
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________________________________
Ana Beatriz M. P. de Almeida Lobo
Secretary
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SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Date: October 29, 2021
GOL LINHAS AÉREAS INTELIGENTES S.A.
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By:
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/s/ Richard F. Lark, Jr.
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Name: Richard F. Lark, Jr.
Title: Investor Relations Officer
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