SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Amendment No. 1 to
FORM 8-K/A
__________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Original Filing: August 9,
2021
AEROCENTURY CORP.
(Exact name of Registrant as specified in its charter)
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Delaware
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94-3263974
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(State of Incorporation)
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(I.R.S. Employer Identification No.)
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1440 Chapin Avenue, Suite 310
Burlingame, CA 94010
(Address of principal executive offices including Zip
Code)
650-340-1888
(Registrant's telephone number, including area code)
Not applicable
(Former name and former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
☐Written communications
pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)
Securities registered pursuant to
Section 12(b) of the Act:
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Title
of each class
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Name of
each exchange on which registered
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Common Stock, par value $0.001 per share
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NYSE American Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 8.01 Other Events
This amendment is being filed to correct a typographical error in
the original Item 8.01 disclosure regarding the number of shares
issuable to the Plan Sponsor. The corrected disclosure
is:
●
Plan Sponsor
Equity Investment. The Plan Sponsor and the Debtors shall
negotiate and enter into an agreement (“Plan Sponsor
Agreement”) for the terms and conditions of the
issuance of the New ACY Shares. The Plan Sponsor Agreement shall
provide that, at closing, AeroCentury will issue
2,857,143
New ACY Shares to the Plan
Sponsor at a purchase price equal to $3.85 per share, for an
aggregate purchase price of US$11 million. The New ACY Shares
issuance would result in post-issuance pro forma ownership
percentages of the AeroCentury common stock of (a) 64.89% held by
the Plan Sponsor, and (b) 35.11% held by existing shareholders of
AeroCentury on the Effective Date (the “Legacy ACY
Shareholders”).
SIGNATURES
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, thereto duly
authorized.
Date: August 12, 2021
AEROCENTURY CORP.
By: /s/
Harold M. Lyons
Harold M. Lyons
Sr.
Vice President & Chief Financial Officer