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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/18/22 AerSale Corp. 8-K:1,9 8/16/22 11:536K Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 29K 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 283K 6: R1 Cover HTML 49K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- tm2223722d1_8k_htm XML 15K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 4: EX-101.LAB XBRL Labels -- asle-20220816_lab XML 96K 5: EX-101.PRE XBRL Presentations -- asle-20220816_pre XML 64K 3: EX-101.SCH XBRL Schema -- asle-20220816 XSD 12K 10: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 11: ZIP XBRL Zipped Folder -- 0001104659-22-092548-xbrl Zip 80K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): i August 16, 2022
(Exact name of registrant as specified in its charter)
| i Delaware | i 001-38801 | i 84-3976002 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification Number) |
i 255 Alhambra Circle, i Suite 435
i Coral Gables, i Florida i 33134
(Address of principal executive offices)
Registrant’s telephone number, including area code:
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):
| i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| i ¨ | 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 |
| i Common Stock, par value $0.0001 per share | i ASLE | The i 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).
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. i ¨
C:
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). |
C:
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 | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 8/19/22 | ||||
| Filed on: | 8/18/22 | 424B7 | ||
| 8/17/22 | ||||
| For Period end: | 8/16/22 | 424B7 | ||
| 1/5/22 | S-3 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/17/22 AerSale Corp. 424B7 1:704K Toppan Merrill/FA 11/15/22 AerSale Corp. 424B7 1:701K Toppan Merrill/FA |