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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): August 16, 2022

 

AERSALE CORPORATION

(Exact name of registrant as specified in its charter) 

 

Delaware 001-38801 84-3976002
(State or Other Jurisdiction of
Incorporation)
(Commission File Number) (IRS Employer Identification
Number)

  

255 Alhambra Circle, Suite 435

Coral Gables, Florida 33134

 

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:

(305) 764-3245

 

Not Applicable

(Former name or 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 registrants 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:

 

Title of each class Trading Symbol(s) Name of each exchange
on which registered
Common Stock, par value $0.0001 per share ASLE The Nasdaq Capital Market
     

  

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 x

 

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 1.01. Entry into a Material Definitive Agreement.

 

On August 16, 2022, AerSale Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, Cowen and Company, LLC, RBC Capital Markets, LLC and Stifel, Nicolaus & Company, Incorporated, as representatives of the several underwriters named therein (the “Underwriters”) and Green Equity Investors CF, L.P., Green Equity Investors Side CF, L.P., LGP Associates CF, LLC and Florida Growth Fund LLC (the “Selling Stockholders”), relating to the underwritten offering of 4,250,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-262009), filed on January 5, 2022. The Selling Stockholders also granted the Underwriters a 30-day option to purchase up to 637,500 additional shares of Common Stock (the “Option Shares” and, together with the Offered Shares, the “Shares”). On August 17, 2022, the Underwriters exercised in full their option to purchase the Option Shares. All of the Shares are being sold by the Selling Stockholders and the Company did not issue any new shares of Common Stock in connection with the offering. Pursuant to the Underwriting Agreement, the Selling Stockholder sold the shares for gross proceeds of approximately $73.3 million. The Company did not receive any proceeds from the offering. The closing of the offering is expected to take place on or about August 19, 2022, subject to the satisfaction of customary closing conditions.

 

The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
No.
Description  
1.1 Underwriting Agreement, dated August 16, 2022, by and among the Company, the Underwriters and the Selling Stockholders.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 hereunto duly authorized.

 

  AERSALE CORPORATION
     
     
Date: August 18, 2022 By: /s/ James Fry
  Name:  James Fry
  Title: Executive Vice President, General Counsel & Corporate Secretary