UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
x☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31 2020, 2023
OR
¨☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-38801
AerSale Corporation
(Exact name of Registrant as specified in its Charter)
Delaware | 84-3976002 | |
(State or other jurisdiction of | | (I.R.S. Employer |
incorporation or organization) | |
|
| | |
255 Alhambra | | |
435 Coral Gables, Florida | | 33134 |
(Address of principal executive offices) |
|
|
(305) (305) 764-3200
(Registrant’s telephone number, including area code)
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 |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨☐ No x☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨☐ No x☒
Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x☒ No ¨☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x☒ No ¨☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ⌧ | |||
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. ¨☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨☐ No x☒
The aggregate market value of voting and non-votingcommon stock held by non-affiliates of Monocle Acquisition Corporation, our predecessor, on June 30, 2020,the registrant, based on the closing price of $10.27$14.70 for shares of Monocle Acquisition Corporation’sthe registrant’s common stock on The Nasdaq Capital Market on June 30, 2023, was approximately $177,157,500.$421 million. Shares of common stock beneficially owned by each executive officer, director, and holder of more than 10% of our common stock have been excluded in that such persons may be deemed to be affiliates.
The number of shares of Registrant’s Common Stockregistrant’s common stock outstanding as of February 3, 2021March 5, 2024 was 41,046,216.52,990,947.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of
EXPLANATORY NOTE
AerSale Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K/A (the “Amended 10-K”) to amend the registrant’s definitive Proxy StatementCompany’s Annual Report on Form 10-K for the Registrant’s 2021 Annual Meeting of Stockholders to befiscal year ended December 31, 2023 (the “Original 10-K”), originally filed with the Securities and Exchange Commission within 120 days of the end of the registrant’s fiscal year ended December 31, 2020 are incorporated by reference into Part III of this Annual Report on Form 10-K.
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of AerSale Corporation (the “Company”) for the year ended December 31, 2020, originally filed with the U.S. Securities and Exchange Commission (“SEC”“SEC”) on March 16, 2021 (the “Original Filing”).
This Amendment is being filed for8, 2024, to (i) correct the purposenumber of providingshares of the information required byCompany’s common stock outstanding as of March 5, 2024 as disclosed on the cover page of the Original 10-K and (ii) file new certifications of the Company’s principal executive officer and principal financial officer as exhibits to this Amended 10-K under Item 7A15 of Part II of the Annual Report on Form 10-K. This information was inadvertently omitted from the Original Filing.
PursuantIV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended. As no financial statements have been included in this Amended 10-K and this Amended 10-K does not contain or amend any disclosure with respect to Items 307 or 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been omitted. The Company is not including Item 15certifications pursuant to Section 1350 of Part IVChapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment, solely to file the certifications required under Section 302 of the Sarbanes-Oxley Act of 2002.
Amended 10-K.
Except as described above, or as otherwise expressly provided by the terms of this Amendment, no other changes have beenare being made to the Original Filing. Except as otherwise indicated herein, this Amendment continues to speak10-K. This Amended 10-K speaks as of the date of the Original Filing,10-K and the Company hasdoes not updated the disclosures contained therein to reflect anyother events that may have occurred subsequent toafter the date of the Original Filing.10-K or modify or update any disclosures that may have been affected by subsequent events.
2
AerSale CorporationAnnual Report on Form 10-K/A forPART IV
ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements.
The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data” in the Fiscal Year Ended December 31, 2020Original 10-K.
(a)(2) Financial Statement Schedules.
TABLE OF CONTENTSAll financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.
Item | Page | |
Part II | ||
7A | Quantitative and Qualitative Disclosures About Market Risk | 1 |
Part IV | ||
15. | Exhibits and Financial Statement Schedules | 2 |
Signatures | 3 |
3
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report.
Part II
Exhibit Number |
| Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
2.1 | | | 8-K | | 001-38801 | | 2.1 | | 12/9/2019 | | | ||||||||||||||||
2.2 | | | 10-Q | | 001-38801 | | 2.1 | | 08/4/2020 | | | ||||||||||||||||
2.3 |
|
| 8-K |
| 001-38801 |
| 2.1 |
| 09/08/2020 |
|
| ||||||||||||||||
2.4 |
|
| 8-K |
| 001-38801 |
| 10.5 |
| 12/17/2020 |
|
| ||||||||||||||||
3.1 |
| Amended and Restated Certificate of Incorporation of Monocle Holdings Inc., dated October 13, 2020. |
| S-4/A |
| 333-235766 |
| 3.1 |
| 10/14/2020 |
|
| |||||||||||||||
3.2 |
|
| 8-K |
| 001-38801 |
| 3.2 |
| 12/23/2020 |
|
|
4
Exhibit Number |
| Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
3.3 | | | 10-Q | | 001-38801 | | 3.3 | | 08/09/2021 | | | ||||||||||||||||
3.4 |
| 8-K | | 001-38801 | | 3.1 | | 06/21/2021 |
|
| |||||||||||||||||
3.5 | | Amended and Restated Bylaws of Monocle Holdings Inc., dated October 13, 2020. | | S-4/A |
| 333-235766 |
| 3.2 |
| 10/14/2020 | | | |||||||||||||||
3.6 |
| Amendment No. 1 to the Amended and Restated Bylaws of AerSale Corporation, dated December 22, 2020. | 8-K |
| 001-38801 |
| 3.4 |
| 12/23/2020 |
|
| ||||||||||||||||
4.1 |
|
| S-4/A |
| 333-235766 |
| 4.2 |
| 02/14/2020 |
|
| ||||||||||||||||
4.2 |
|
| S-4/A |
| 333-235766 |
| 4.3 |
| 02/14/2020 |
|
| ||||||||||||||||
4.3 |
|
| 8-K |
| 001-38801 |
| 4.1 |
| 02/12/2019 |
|
| ||||||||||||||||
4.4 |
|
| 8-K |
| 001-38801 | | 10.9 |
| 12/23/2020 |
| | ||||||||||||||||
4.5 |
|
| 10-K |
| 001-38801 |
| 4.4 |
| 3/15/2022 |
| |||||||||||||||||
10.1 |
|
| 8-K |
| 001-38801 |
| 10.4 |
| 12/17/2020 |
|
|
5
Exhibit Number | | Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith | |
10.2 |
|
| 8-K |
| 001-38801 |
| 10.7 |
| 12/23/2020 |
|
| ||
10.3# | | Executive Offer Letter between AerSale Inc. and Nicolas Finazzo. | | 10-K | | 001-38801 | | 10.10 | | 03/16/2021 | | | |
10.4# | | Executive Offer Letter between AerSale Inc. and Martin Garmendia. | | 10-K | | 001-38801 | | 10.12 | | 03/16/2021 | | | |
10.5# |
| Executive Offer Letter between AerSale Inc. and Basil Barimo. |
| 10-K |
| 001-38801 |
| 10.13 |
| 03/16/2021 |
| ||
10.6# |
|
| 10-K |
| 001-38801 |
| 10.14 |
| 03/16/2021 |
| |||
10.7# |
|
| 10-K |
| 001-38801 |
| 10.15 |
| 03/16/2021 |
| |||
10.8# |
| Executive Offer Letter between AerSale Inc. and Craig Wright. |
| 10-K |
| 001-38801 |
| 10.16 |
| 03/16/2021 |
|
6
Exhibit Number |
| Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith |
10.9# |
| Amended and Restated AerSale Corp. Stock Appreciation Rights Plan. |
| S-4/A |
| 333-235766 |
| 10.8 |
| 02/14/2020 |
|
|
10.10# |
|
| S-4/A |
| 333-235766 |
| 10.9 |
| 02/14/2020 |
|
| |
10.11# |
| S-4/A |
| 333-235766 |
| 10.1 |
| 10/14/2020 |
|
| ||
10.12# |
| Forms of award agreements under the AerSale Corporation 2020 Equity Incentive Plan. |
| S-8 |
| 333-253424 |
| 99.2 |
| 02/24/2021 |
|
|
10.13# |
|
| S-4/A |
| 333-235766 |
| 10.11 |
| 10/14/2020 |
|
| |
10.14 |
|
| 10-K |
| 001-38801 |
| 10.22 |
| 03/16/2021 |
| ||
10.15 |
|
| 10-K |
| 001-38801 |
| 10.23 |
| 03/16/2021 |
| ||
10.16 |
|
| 10-K |
| 001-38801 |
| 10.24 |
| 03/16/2021 |
| ||
10.17# | | AerSale Corporation Amended and Restated Non-Employee Director Policy. | | 10-K | | 001-38801 | | 10.25 | | 08/09/2022 | | |
10.18# |
|
| 10-K | | 001-38801 | | 10.26 | | 08/09/2022 | | | |
10.19# | | AerSale Corporation Second Amended and Restated Non - Employee Director Compensation Policy | | 10-Q | | 001-388801 | | 10.22 | | 08/09/2023 | | |
7
Exhibit Number |
| Description |
| Form |
| File No. |
| Exhibit |
| Filing Date |
| Filed Herewith |
---|---|---|---|---|---|---|---|---|---|---|---|---|
10.20 | | | 10-Q | | 001-38801 | | 10.23 | | 08/09/2023 | | | |
10.21 | | | 8-K | | 001-38801 | | 1.1 | | 08/01/2023 | | | |
10.22# | | First Amendment to the AerSale Corporation 2020 Equity Incentive Plan. | | S-8 | | 333-274663 | | 99.2 | | 09/22/2023 | | |
21.1** |
|
| 10-K |
| 001-38801 |
| 21.1 |
| 03/08/2024 |
| ||
23.1** |
|
| 10-K |
| 001-38801 |
| 23.1 |
| 03/08/2024 |
| ||
31.1** |
|
| 10-K | | 001-38801 | | 31.1 | | 03/08/2024 |
| ||
31.2** |
|
| 10-K | | 001-38801 | | 31.2 | | 03/08/2024 |
| ||
31.3 |
|
| | | | | | | | | * |
8
Exhibit Number |
|
| Form |
| File No. |
9 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
10 |
---|