Amended Statement of Beneficial Ownership (sc 13d/a)
07 October 2021 - 9:04PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment
No. 2 to
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
AerSale
Corporation
(formerly
known as Monocle Acquisition Corporation)
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
00810F106
(CUSIP
Number)
Mitchell
Lampert, Esq.
Robinson
& Cole, LLP
1055
Washington Blvd.
Stamford,
Ct. 06901
(203)
462-7559
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October
4, 2021
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
|
*
|
The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
|
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 00810F106
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13D
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Page
2 of 6 Pages
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1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George P. Bauer Revocable Trust, dated 7/20/1990, a Connecticut trust
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
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3.
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SEC
USE ONLY
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|
4.
|
SOURCE
OF FUNDS (see instructions)
PF
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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☐
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
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|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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|
7.
|
SOLE
VOTING POWER *
4,097,566 shares
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|
8.
|
SHARED
VOTING POWER
0 shares
|
|
9.
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SOLE
DISPOSITIVE POWER *
4,097,566 shares
|
|
10.
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SHARED
DISPOSITIVE POWER
0 shares
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11.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,097,566*
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|
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12.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
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☐
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% **
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14.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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*
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The
number of shares over which the Reporting Person has sole voting and dispositive power includes (i) 2,125,000 shares of Common Stock
owned by the Reporting Person; and (ii) 1,972,566 shares of Common Stock that would be owned by the Reporting Person following the
exercise of warrants at a price of $11.50 per share (the “Warrants”) owned by the Reporting Person.
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|
**
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Calculated
based on 42,949,261 shares of the common stock, $.0001 par value, of AerSale Corporation (“AerSale”) (formerly “Monocle
Acquisition Corporation”) outstanding as of August 2, 2021, as reported in AerSale’s Quarterly Report on Form 10-Q filed
with the SEC on August 9, 2021.
|
CUSIP
No. 00810F106
|
|
13D
|
|
Page
3 of 6 Pages
|
1.
|
NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
George P. Bauer
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions)
(a) ☐
(b) ☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (see instructions)
PF
|
|
5.
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
|
7.
|
SOLE
VOTING POWER *
4,097,566 shares
|
|
8.
|
SHARED
VOTING POWER
0 shares
|
|
9.
|
SOLE
DISPOSITIVE POWER *
4,097,566 shares
|
|
10.
|
SHARED
DISPOSITIVE POWER
0 shares
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,097,566*
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see instructions)
|
☐
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% **
|
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14.
|
TYPE OF REPORTING PERSON (see instructions)
IN
|
|
|
*
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The
number of shares over which the Reporting Person has sole voting and dispositive power includes (i) 2,125,000 shares of Common Stock
owned by the Reporting Person; and (ii) 1,972,566 shares of Common Stock that would be owned by the Reporting Person following the
exercise of the Warrants at a price of $11.50 per share owned by the Reporting Person.
|
|
**
|
Calculated
based on 42,949,261 shares of the common stock, $.0001 par value, of AerSale outstanding as of August 2, 2021, as reported in AerSale’s
Quarterly Report on Form 10-Q filed with the SEC on August 9, 2021.
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CUSIP
No. 00810F106
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13D
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Page
4 of 6 Pages
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Item
1. Security and Issuer.
The
securities to which this Amendment No. 2 to Schedule 13D relates are shares of common stock, $.0001 par value per share (“Common
Stock”), of AerSale Corporation (formerly “Monocle Acquisition Corporation”), a Delaware corporation (the “Company”),
and amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the
“SEC”) on December 22, 2020, as amended by the Amendment No. 1 to Schedule 13D previously filed on September 29, 2021.
The Company’s Common Stock is listed on The NASDAQ Stock Market under the symbol “ASLE” (formerly “MNCL”).
The
address of the Company’s principal executive office is 121 Alhambra Plaza, Suite 1700, Coral Gables, Florida 33134 (formerly 750
Lexington Avenue, Suite 1501, New York, New York 10022).
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed each of the following persons (collectively, the “Reporting Persons” and, individually,
a “Reporting Person”):
George
P. Bauer Revocable Trust, dated 7/20/1990, a Connecticut trust (the “Trust”); and
George
P. Bauer (“Mr. Bauer”). Mr. Bauer is the trustee and a beneficiary of the Trust.
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(b)
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The
address of each Reporting Person is as follows:
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For
the Trust:
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George
P. Bauer Revocable Trust, dated 7/20/1990
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c/o
George P. Bauer, Trustee
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499
Silvermine Road
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New
Canaan, CT 06840
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For
Mr. Bauer:
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George
P. Bauer
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499
Silvermine Road
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New
Canaan, CT 06840
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(c)
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Present
Principal Occupation or Employment:
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For
the Trust: Not applicable
For
Mr. Bauer: Investor
(d)
The Reporting Persons each have not, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
CUSIP
No. 00810F106
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13D
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Page
5 of 6 Pages
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(e)
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The
Reporting Persons each have not, during the last five years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such a proceeding, been subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
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(f)
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Citizenship/Place
of Organization:
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For
the Trust: Connecticut
For
Mr. Bauer: United States
Item
3. Source or Amount of Funds or Other Consideration.
All
shares of the Company’s Common Stock and Warrants acquired by the Reporting Persons were acquired with personal funds.
Item
4. Purpose of Transaction.
The
Reporting Persons acquired and currently hold the shares of the Company’s Common Stock and Warrants, as described herein, for investment
purposes. The Reporting Persons believed that the shares of Common Stock and Warrants, when purchased, represented an attractive investment
opportunity.
The
Reporting Persons do not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through
(j) of Item 4 to Schedule 13D.
Item
5. Interest in Securities of the Issuer.
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(a)
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The
Trust beneficially owns 4,097,566 shares of Common Stock of the Company, or approximately 9.1% of the total issued and outstanding
shares of Common Stock of the Company. This total includes: (i) 2,125,000 shares of Common Stock owned by the Reporting Person; and
(ii) 1,972,566 shares of Common Stock that would be owned by the Reporting Person following the exercise of the Warrants.
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(b)
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Mr.
Bauer, as Trustee of the Trust, has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 4,097,566
shares of the Company’s Common Stock owned by the Trust.
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(c)
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On
September 29, September 30, October 1, October 4, and October 6, 2021, the Trust sold 10,764 Warrants, 143,256 Warrants, 87,619 Warrants,
560,109 Warrants and 348,110 Warrants on the open market at an average price of $6.15, $6.20, $6.25, $6.30 and $6.45 per warrant,
respectively. On September 27 and September 28, 2021, the Trust sold 420,000 Warrants and 257,576 Warrants on the open market at
an average price of $6.10 and $6.18 per warrant, respectively. There have been no other transactions in the shares of
Common Stock effected by the Reporting Persons during the past 60 days.
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(d)
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No
person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of the Issuer’s Common Stock reported as being beneficially owned (or which may be deemed to be
beneficially owned) by the Reporting Persons.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The
Reporting Persons have no contracts, arrangements, understandings or relationships with any other person with respect to any securities
of the Issuer, other than as disclosed in the Subscription Agreement.
CUSIP
No. 00810F106
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13D
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Page
6 of 6 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
October 6, 2021
George
P. Bauer Revocable Trust,
dated
7/20/1990, a Connecticut trust
By:
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/s/
George P. Bauer
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Name
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George
P. Bauer
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Title:
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Trustee
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By:
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/s/
George P. Bauer
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George
P. Bauer
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