United States securities and exchange commission logo





                              August 31, 2021

       Martin Garmendia
       Chief Financial Officer, Treasurer and Secretary
       AerSale Corporation
       121 Alhambra Plaza
       Suite 1700
       Coral Gables , FL 33134

                                                        Re: AerSale Corp
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2020
                                                            Filed March 16,
2021
                                                            Form 10-Q for the
Quarter Ended June 30, 2021
                                                            Filed August 9,
2021
                                                            File No. 001-38801

       Dear Mr. Garmendia:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2020

       Accounts Receivable, page 48

   1.                                                   We note you have
recorded an insurance receivable of $2.5 million related to aircraft
                                                        leased to Air Indus
that suffered significant damage as the result of a terrorist attack on
                                                        June 9, 2014. You also
disclose that you are working with the insurance company to
                                                        negotiate final
settlement. Please tell us in further detail how you determined recovery of
                                                        this insurance
receivable is probable.
       Item 8. Financial Statements and Supplementary Data
       Notes to Consolidated Financial Statements
       Note B. Summary of Significant Accounting Policies
 Martin Garmendia
AerSale Corporation
August 31, 2021
Page 2
Inventory, page 48

2.       We note for that for aircraft and engine parts that originate from
dismantled aircraft and
         engines, cost is determined using a ratio calculated based on the
relationship of the cost of
         the dismantled aircraft or engine at the time of purchase to the total
estimated sales value
         of the dismantled aircraft or engine at the time of purchase. You
further state that "At the
         time of sale, this ratio is applied to the sale price of each
individual airframe and/or engine
         part to determine its allocated cost." Please tell us in further
detail how this ratio is
         calculated and applied, please provide us an example.
Form 10-Q for the Quarter Ended June 30, 2021

Note B. Summary of Significant Accounting Policies
Revision of Prior Period Financial Statements, page 7

3.       We note that you identified and corrected errors related to the
classification of your
         private warrants. You further disclose that as a result of your review
of the SEC April 12,
         2021 Public Statement on warrants you concluded that your private
warrants do not meet
         the conditions to be classified as equity and instead should be
classified as liabilities.
         Please tell us how you account for your public warrants. If you
account for them as equity,
         please provide us with your analysis under ASC 815-40 to support your
accounting
         treatment for the warrants. As part of your analysis, please address
whether there are any
         terms or provisions in the warrant agreement that provide for
potential changes to the
         settlement amounts that are dependent upon the characteristics of the
holder of the
         warrant, and if so, how you analyzed those provisions in accordance
with the guidance in
         ASC 815-40.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       You may contact Amy Geddes at 202-551-3304 or Aamira Chaudhry at
202-551-3389
with any questions.



FirstName LastNameMartin Garmendia                              Sincerely,
Comapany NameAerSale Corporation
                                                                Division of
Corporation Finance
August 31, 2021 Page 2                                          Office of Trade
& Services
FirstName LastName