UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into Material Definitive Agreement.
On May 30, 2023, AerSale Corporation (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, RBC Capital Markets, as the underwriter therein (the “Underwriter”) and Green Equity Investors CF, L.P., Green Equity Investors Side CF, L.P. and LGP Associates CF, 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 shelf registration statement on Form S-3 (File No. 333-262009), filed on January 5, 2022 and an additional shelf registration statement on Form S-3 (File No. 333-270323), filed on March 7, 2023. The Selling Stockholders also granted the Underwriter 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 Company and the Selling Stockholders understand that the Underwriter proposes to make a public offering of the shares as soon as the Underwriter deems advisable after the Underwriting Agreement is delivered. The Company did not receive any proceeds from the offering. The closing of the offering is expected to take place on or about June 2, 2023, 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 | ||
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: May 30, 2023 | By: | /s/ James Fry |
| Name: | James Fry |
| Title: | Executive Vice President, General Counsel & Corporate Secretary |