Current Report Filing (8-k)
April 20 2021 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest
event reported): April 15, 2021
AERSALE CORPORATION
(Exact name of registrant as specified
in its charter)
Delaware
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001-38801
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82-1751907
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification Number)
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121 Alhambra Plaza, Suite 1700
Coral Gables, Florida 33134
(Address of principal executive
offices)
Registrant’s telephone number,
including area code:
(305) 764-3245
Not Applicable
(Former name or former address,
if changed since last report)
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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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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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:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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ASLE
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The Nasdaq Stock Market LLC
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Redeemable warrants, each warrant exercisable for one share of Common Stock, at an exercise price of $11.50
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ASLEW
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The Nasdaq Stock Market LLC
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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).
Emerging
growth company x
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. ¨
Item 3.01. Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard; Transfer of Listing.
On April
15, 2021, AerSale Corporation (the “Company”) notified The Nasdaq Stock Market LLC (“Nasdaq”) of the Company’s
non-compliance with Nasdaq’s audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A), which require,
among other things, an audit committee to consist of at least three members, each of whom is independent. The non-compliance was a result
of Michael Kirton, a member of the Audit Committee of the Board of Directors of the Company (the “Board”), not qualifying
as independent pursuant to Nasdaq Listing Rule 5605(c)(2)(A)(ii).
In order to
address this matter, the Board removed Mr. Kirton as a member of the Audit Committee, and appointed Peter Nolan, a member
of the Board who meets all audit committee independence and other eligibility requirements identified in Nasdaq Listing Rule
5605(c)(2)(A), to serve as a member of the Audit Committee. Following such actions, the Company believes it has regained compliance
with the audit committee composition requirements set forth in Nasdaq Listing Rule 5605(c)(2)(A).
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: April 20, 2021
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By:
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/s/ Nicolas Finazzo
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Name: Nicolas Finazzo
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Title: Chief Executive Officer
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