8-K

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): July 1, 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, FL 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 Stock Market LLC

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 5.02(d). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 1, 2022, the Board of Directors (the "Board") of AerSale Corporation (the "Company"), upon recommendation of the Nominating and Corporate Governance Committee, increased the size of the Board from nine to ten directors by appointing Judith Fedder, Lieutenant General, USAF Retired, to serve as an independent member of the Board until the 2023 Annual Meeting of Stockholders. The Board anticipates that General Fedder will be nominated by the Board for election by the stockholders at that meeting and going forward.

Upon recommendation of the Nominating and Corporate Governance Committee, the Board appointed General Fedder to serve on the Compensation Committee. There are no arrangements or understanding that exist between General Fedder and any other persons pursuant to which she was selected as a director. In addition, there are no transactions between General Fedder and the Company that would be reportable under Item 404(a) of Regulation S-K.

General Fedder will receive the same cash and equity compensation as the other non-employee directors serving on the Board pursuant to the Company's Amended and Restated Non-Employee Director Compensation Plan (the "Plan"). Pursuant to the Plan, General Fedder will be entitled to receive an annual cash retainer of $50,000, paid quarterly. In addition, General Fedder will be entitled to receive an annual grant of restricted stock units, that has an aggregate value equal to $60,000 (based on the reported closing price of the Company’s common stock on the NASDAQ Stock Market on the grant date), but which will be pro-rated for that portion of fiscal year 2022 in which she will serve on the Board. The restricted stock units will generally vest on the first anniversary from the grant date and convert into one share of common stock for each restricted stock unit, subject to her continued service through the applicable vesting date.

A copy of the press release announcing the appointment of General Judy Fedder as a director is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of AerSale Corporation, dated July 8, 2022
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: July 8, 2022	By:	/s/ James Fry
	Name:	James Fry
	Title:	Executive Vice President, General Counsel & Corporate Secretary

EX-99.1

Exhibit 99.1

Lieutenant General, USAF (Ret.) and Industry Executive, Judith A. Fedder,
Appointed to the Board of Directors of AerSale

CORAL GABLES, FL, July 8, 2022 – AerSale Corporation (NASDAQ: ASLE) (“the “Company”) announced today that Judith A. Fedder, Lieutenant General, USAF Retired, has been appointed to the Board of Directors of the Company, effective July 1, 2022.

General Fedder served as Deputy Chief of Staff for Logistics, Installations and Mission Support, Headquarters U.S. Air Force, Washington, D.C. at the time of her retirement after nearly 35 years of active duty Air Force service. In that role, she was responsible to the Air Force Chief of Staff for leadership, management and integration of Air Force logistics readiness, aircraft, munitions, and missile maintenance, with emphasis on combat readiness and weapon system availability. Her portfolio also included setting policy and preparing budget estimates for Air Force civil engineering and security forces functions.

Following her military career, General Fedder was a Senior Director at The Boeing Company for Global Sales and Marketing, Integrated Logistics, Boeing Defense. In that role, she secured capture of after-market services for military fighter and helicopter platforms and supply chain. She is currently a Senior Advisor at the Boston Consulting Group.

General Fedder graduated from Michigan State University in 1980 with a Bachelor of Science degree and holds an MBA from the Florida Institute of Technology. She is also a distinguished graduate of the Air Force Reserve Officer Training Corps program, and her active duty career included leading and commanding aircraft maintenance units. General Fedder served as the Sub-Unified Commander of U.S. Forces Azores and commanded the 76^th Maintenance Wing aircraft depot at Tinker AFB, Oklahoma, leading over 9,000 employees in the maintenance, repair, and overhaul of military aircraft, engines, and components.

Nicolas Finazzo, AerSale’s Chief Executive Officer, said, “We are pleased to welcome Judith to our Board of Directors. Judith joins AerSale with an impressive background in the Aerospace industry, including a strong military career in the Air Force and leadership positions at OEM manufacturers. We believe AerSale will greatly benefit from her knowledge and expertise and we look forward to working together.”

A resident of Charleston, SC, General Fedder is a member of the Board of Directors of GelSight, Inc. and the Institute for Defense & Business, a nonprofit education and research institute in Chapel Hill, NC. She also served as a member of the Defense Advisory Committee for Women in the Services and is an Emeritus Member of the Board of Governors for Civil Air Patrol. General Fedder is a former Presidential appointee to the Board of Visitors for the U.S. Air Force Academy as well as recipient of the Michigan State University Distinguished Alumni Award in 2014.

About AerSale

AerSale serves airlines operating large jets manufactured by Boeing, Airbus and McDonnell Douglas and is dedicated to providing integrated aftermarket services and products designed to help aircraft owners and operators to realize significant savings in the operation, maintenance and monetization of their aircraft, engines, and components. AerSale’s offerings include: Aircraft & Component MRO, Aircraft and Engine Sales and Leasing, Used Serviceable Material sales, and internally developed ‘Engineered Solutions’ to enhance aircraft performance and operating economics (e.g. AerSafe™, AerTrak™, and now AerAware™).

Media Contacts:

For more information about AerSale, please visit our website: www.AerSale.com.

Follow us on: LinkedIn | Twitter | Facebook | Instagram

AerSale: Craig Wright

Telephone: (305) 764-3200

Email: media.relations@aersale.com

Investor Contact:

AerSale: AersaleIR@icrinc.com

XML

Document and Entity Information	Jul. 01, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jul. 01, 2022
Entity File Number	001-38801
Entity Registrant Name	AERSALE CORPORATION
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3976002
Entity Address, Address Line One	255 Alhambra Circle
Entity Address, Adress Line Two	Suite 435
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33134
City Area Code	305
Local Phone Number	764-3245
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	ASLE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001754170
Amendment Flag	false