0001754170false00017541702024-02-092024-02-09

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): February 9, 2024

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AERSALE CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware

001-38801

84-3976002

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(IRS Employer Identification
Number)

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255 Alhambra Circle, Suite 435

Coral Gables, FL 33134

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(Address of principal executive offices)

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Registrant’s telephone number, including area code:

(305) 764-3200

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Not Applicable

(Former name or former address, if changed since last report)

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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):

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☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Securities registered pursuant to Section 12(b) of the Act:

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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

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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).

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Emerging growth company ☒

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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. ☐

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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On February 9, 2024, Richard J. Townsend, a member of the board of directors (the “Board”) of AerSale Corporation (the “Company”) and chairperson of the Board’s Audit Committee, notified the Board of his intention to retire as a member of the Board for personal reasons, effective March 11, 2024. Mr. Townsend’s decision to retire was not the result of any disagreement with the Company or the Board or management on any matter relating to the Company’s operations, policies or practices and the effectiveness of Mr. Townsend’s retirement is intended to coincide with the Audit Committee’s completion of its review of the Company’s Annual Report on Form 10-K.

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The Board appointed Andrew Levy to replace Mr. Townsend as the chairperson of the Board’s Audit Committee, effective March 11, 2024, and designated Lt. General Judith Fedder to fill the vacancy in the Board’s Audit Committee upon Mr. Townsend’s retirement on March 11, 2024.

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Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

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Exhibit No.

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Description

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104

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Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

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AERSALE CORPORATION

 

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Date: February 13, 2024

By:

/s/ James Fry

 

Name:

James Fry

 

Title:

Executive Vice President, General Counsel & Corporate Secretary

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v3.24.0.1
Document and Entity Information
Feb. 09, 2024
Document and Entity Information [Abstract]  
Document Type 8-K
Document Period End Date Feb. 09, 2024
Entity File Number 001-38801
Entity Registrant Name AERSALE CORPORATION
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-3976002
Entity Address, Address Line One 255 Alhambra Circle
Entity Address, Adress Line Two Suite 435
Entity Address, City or Town Coral Gables
Entity Address, State or Province FL
Entity Address, Postal Zip Code 33134
City Area Code 305
Local Phone Number 764-3200
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol ASLE
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001754170
Amendment Flag false
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