Current Report Filing (8-k)
18 Noviembre 2022 - 3:08PM
Edgar (US Regulatory)
0001754170
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0001754170
2022-11-16
2022-11-16
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xbrli:shares
iso4217:USD
xbrli:shares
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):
November 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 November 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 4,000,000 shares (the “Offered Shares”) of the Company’s common stock, par value $0.0001 per share, 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 600,000 additional shares of Common Stock (the “Option Shares” and, together
with the Offered Shares, the “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 Stockholders
sold the shares for gross proceeds of approximately $62.0 million. The Company did not receive any proceeds from the offering. The closing
of the offering is expected to take place on or about November 18, 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
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: November 18, 2022 |
By: |
/s/ James Fry |
|
Name: |
James Fry |
|
Title: |
Executive Vice President, General Counsel & Corporate Secretary |
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