Item 9A. Controls and Procedures
ITEM 9A CONTROLS AND PROCEDURES
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2024. We maintain disclosure controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2024.
Management Report on Internal Control Over Financial Reporting
Management of AerSale Corporation is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP and includes those policies and procedures that (1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems which are determined to be effective provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer and oversight of the Board of Directors, assessed the effectiveness of our internal control over financial reporting as of December 31, 2024 based on the criteria for effective internal control over financial reporting described in Internal Control–Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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Based on our assessment, management concluded that the Company maintained effective internal control over financial reporting as of December 31, 2024.
Grant Thornton LLP, an independent registered public accounting firm, has audited our internal controls over financial reporting, and has issued a report on the effectiveness of our internal control over financial reporting. Their report is included below.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
AerSale Corporation
Opinion on internal control over financial reporting
We have audited the internal control over financial reporting of AerSale Corporation (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in the 2013 Internal Control—Integrated Framework issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements of the Company as of and for the year ended December 31, 2024, and our report dated March 10, 2025 expressed an unqualified opinion on those financial statements.
Basis for opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and limitations of internal control over financial reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ GRANT THORNTON LLP
Miami, Florida
March 10, 2025
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ITEM 9B OTHER INFORMATION
During the fiscal quarter ended December 31, 2024, no director or officer adopted or terminated any " Rule 10b5-1 trading arrangement " or " non-Rule 10b5-1 trading arrangement " (as such terms are defined under Item 408 of Regulation S-K).
ITEM 9C DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item 10 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 11 EXECUTIVE COMPENSATION
The information required by this Item 11 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Equity Compensation Plan Information
The following table provides information on our equity compensation plans as of December 31, 2024:
Number of Securities to
Weighted-Average
Number of Securities Remaining
be Issued Upon Exercise
Exercise Price of
Available for Future
of Outstanding Options,
Outstanding Options,
Issuance Under Equity
Plan Category:
Warrants, and Rights
Warrants, and Rights
Compensation Plans
Equity compensation plans approved by security holders (1)
2,026,578
(2)
7.95
1,611,825
(3)
Equity compensation plans not approved by security holders
-
-
-
Total
2,026,578
7.95
1,611,825
(1) Consists of the AerSale Corporation 2020 Equity Incentive Plan, as amended (the “2020 Plan”), and the AerSale Corporation 2020 Employee Stock Purchase Plan (the “ESPP”).
(2) All outstanding awards represent shares issuable pursuant to the 2020 Plan.
(3) Under the 2020 Plan, a total of 1,294,229 shares were available for issuance in the form of restricted stock, restricted stock units, stock options, or other stock-based or cash-based awards as of December 31, 2024, excluding shares to be issued under outstanding equity awards. Under the ESPP, a total of 317,596 shares were available for issuance as of December 31, 2024.
The remainder of the response to this Item 12 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item 13 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference
ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item 14 will be included in our definitive proxy statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference.
PART IV
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULE S
(a)(1) Financial Statements.
The financial statements required by this item are listed in Item 8, “Financial Statements and Supplementary Data” herein.
(a)(2) Financial Statement Schedules.
All 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.
(a)(3) Exhibits.
The following is a list of exhibits filed as part of this Annual Report.
Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
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
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Monocle Holdings Inc., dated December 22, 2020.
8-K
001-38801
3.2
12/23/2020
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of AerSale Corporation, dated June 17, 2021.
10-Q
001-38801
3.3
08/09/2021
3.4
Amended and Restated Bylaws of Monocle Holdings Inc., dated October 13, 2020.
S-4/A
333-235766
3.2
10/14/2020
3.5
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
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Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
4.1
Specimen Common Stock Certificate of Monocle Holdings Inc.
S-4/A
333-235766
4.2
02/14/2020
4.2
Specimen Warrant Certificate of Monocle Holdings Inc.
S-4/A
333-235766
4.3
02/14/2020
4.3
Warrant Agreement, dated February 6, 2019, between Monocle Acquisition Corporation and Continental Stock Transfer & Trust Company, as warrant agent.
8-K
001-38801
4.1
02/12/2019
4.4
Assignment and Assumption Agreement, dated December 22, 2020, by and among Monocle Holdings Inc., Monocle Acquisition Corporation and Continental Stock Transfer & Trust Company.
8-K
001-38801
10.9
12/23/2020
4.5
Description of the Registrant’s Securities
10-K
001-38801
4.4
3/15/2022
10.1
Amended and Restated Registration Rights Agreement, dated December 22, 2020, by and among Monocle Holdings Inc., Monocle Acquisition Corporation, Monocle Partners, LLC, Cowen Investments II LLC, C. Robert Kehler, Donald W. Manvel, John C. Pescatore, Green Equity Investors V, L.P., Green Equity Investors Side V, L.P., LGP Parts Coinvest LLC., Florida Growth Fund LLC, Enarey, LP and ThoughtValley Limited Partnership.
8-K
001-38801
10.7
12/23/2020
10.2#
Executive Offer Letter between AerSale Inc. and Nicolas Finazzo
10-K
001-38801
10.10
03/16/2021
10.3#
Executive Offer Letter between AerSale Inc. and Martin Garmendia
*
10.4#
Executive Offer Letter between AerSale Inc. and Basil Barimo
*
10.5#
Executive Offer Letter between AerSale Inc. and Gary Jones
*
10.6#
Executive Offer Letter between AerSale Inc. and Iso Nezaj
*
10.7#
Executive Offer Letter between AerSale Inc. and Craig Wright
*
10.8#
Amended and Restated AerSale Corp. Stock Appreciation Rights Plan.
S-4/A
333-235766
10.8
02/14/2020
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Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
10.9#
AerSale Corporation Severance Plan.
*
10.10#
AerSale Corporation 2020 Equity Incentive Plan.
S-4/A
333-235766
10.1
10/14/2020
10.11#
Forms of award agreements under the AerSale Corporation 2020 Equity Incentive Plan
S-8
333-253424
99.2
02/24/2021
10.12#
AerSale Corporation 2020 Employee Stock Purchase Plan.
S-4/A
333-235766
10.11
10/14/2020
10.13
Amended and Restated Credit Agreement, dated as of July 20, 2018, by and among Aersale Aviation Inc., the existing borrowers thereto, the lenders thereto and Wells Fargo Bank, National Association, as administrative agent and lender.
10-K
001-38801
10.22
03/16/2021
10.14
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of September 8, 2020, by and among AerSale Aviation Inc., the existing borrowers thereto, the lenders thereto and Wells Fargo Bank, National Association, as administrative agent and lender.
10-K
001-38801
10.23
03/16/2021
10.15
Amendment No. 2 to Amended and Restated Credit Agreement, dated as of March 12, 2021, by and among AerSale Aviation Inc., the existing borrowers thereto, the lenders thereto, Wells Fargo Bank, National Association, as administrative agent and lender, AerSale Ireland 1 Limited, as new borrower and AerSale Corporation and Monocle Parent LLC, as guarantors.
10-K
001-38801
10.24
03/16/2021
10.16#
AerSale Corporation Amended and Restated Non-Employee Director Policy
10-K
001-38801
10.25
08/09/2022
10.17#
Form of Restricted Stock Unit Grant Notice under the AerSale Corporation 2020 Equity Incentive Plan (Non-Employee Directors).
10-K
001-38801
10.26
08/09/2022
10.18#
AerSale Corporation Second Amended and Restated Non-Employee Director Compensation Policy
10-Q
001-388801
10.22
08/09/2023
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Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
10.19
Amendment No. 3 to Amended and Restated Credit Agreement, dated as of March 9, 2023, by and among AerSale Aviation Inc., the existing borrowers thereto, the lenders thereto, and Wells Fargo Bank, National Association, as administrative agent and lender
10-Q
001-38801
10.23
08/09/2023
10.20
Amendment No. 4 to the Amended and Restated Credit Agreement, dated as of July 25, 2023, by and among the Company, the lenders and other parties from time to time party thereto, Synovus Bank, as documentation agent, and Wells Fargo Bank, National Administration, as administrative agent and collateral agent.
8-K
001-38801
1.1
08/10/2023
10.21#
First Amendment to the AerSale Corporation 2020 Equity Incentive Plan
S-8
333-274663
99.2
09/22/2023
10.22#
Form of Restricted Stock Award Agreement under the Incentive Compensation Plan
10-Q
001-38801
10.1
08/07/2024
10.23#
Form of Nonqualified Stock Option Award Agreement
10-Q
001-38801
10.2
08/07/2024
10.24#
Form of Restricted Performance Unit Award Agreement
10-Q
001-38801
10.3
08/07/2024
10.25
Amendment No. 5 to the Amended and Restated Credit Agreement, dated as of October 24, 2024, by and among the Company, the lenders party thereto, Synovus Bank, as documentation agent, and Wells Fargo Bank, National Administration, as administrative agent and collateral agent.
8-K
001-38801
1.1
10/25/2024
10.26#
Executive Offer Letter between AerSale Inc. and Ben Tschirhart
*
10.27#
Executive Offer Letter between AerSale Inc. and James Fry
*
10.28#
Executive Offer Letter between AerSale Inc. and Enrique Pizzi
*
19.1
AerSale Corporation First Amended and Restated Insider Trading Compliance Policy
*
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Exhibit
Number
Description
Form
File No.
Exhibit
Filing
Date
Filed/Furnished
Herewith
21.1
List of Subsidiaries.
*
23.1
Consent of Grant Thornton LLP.
*
31.1
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
31.2
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
*
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
97.1
AerSale Corporation Clawback Policy
10-K
001-38801
97.1
3/8/2024
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
*
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*
104
Cover Page Interactive Data (formatted as Inline XBRL and contained in Exhibit 101).
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*
Filed herewith
**
Furnished herewith
#
Denotes a management contract or compensation plan or arrangement
†
Schedules and exhibits to these agreements have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish supplemental copies of such omitted schedules and exhibits to the Securities and Exchange Commission upon request.
ITEM 16. FORM 10-K SUMMARY
None.
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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 authorized .
2
AerSale Corporation
Date: March 10, 2025
By:
/s/ Nicolas Finazzo
Nicolas Finazzo
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
Title
Date
/s/ Nicolas Finazzo
Chairman, Chief Executive Officer, and Director
March 10, 2025
Nicolas Finazzo
(Principal Executive Officer)
/s/ Martin Garmendia
Chief Financial Officer and Treasurer
March 10, 2025
Martin Garmendia
(Principal Financial and Accounting Officer )
/s/ Robert B. Nichols
Director
March 10, 2025
Robert B. Nichols
/s/ Jonathan Seiffer
Director
March 10, 2025
Jonathan Seiffer
/s/ General C. Robert Kehler
Director
March 10, 2025
General C. Robert Kehler
/s/ Peter Nolan
Director
March 10, 2025
Peter Nolan
/s/ Andrew Levy
Director
March 10, 2025
Andrew Levy
/s/ Lt. General Judith A. Fedder
Director
March 10, 2025
Lt. General Judith A. Fedder
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