AerSale Corp 2024年度报告

Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files).Yes☒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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule12b-2 ofthe Exchange Act. Largeacceleratedfiler☐Non-accelerated filer☐ 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 revisedfinancial accounting standards provided pursuant to Section13(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 overfinancial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☒ 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 thecorrection 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 theregistrant’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 Rule12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of voting common stock held by non-affiliates of the registrant, based on the closing price of $6.92 for shares of the registrant’s commonstock on The Nasdaq Capital Market on June 28, 2024, the last business day of the registrant's most recently completed second fiscal quarter, was approximately $240million. 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 thatsuch persons may be deemed to be affiliates. The number of shares of registrant’s common stock outstanding as of March 6, 2025 was53,278,368. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive Proxy Statement for the registrant’s 2025 Annual Meeting of Stockholders to be filed with the Securities and ExchangeCommission within 120 days of the end of the registrant’s fiscal year ended December31, 2024 are incorporated by reference into PartIII of this Annual Report onForm10-K. CONTENTS ClausePage PARTIITEM1.BUSINESS5ITEM1A.RISK FACTORS14ITEM1B.UNRESOLVED STAFF COMMENTS28ITEM1C.CYBERSECURITY29ITEM2.PROPERTIES30ITEM3.LEGAL PROCEEDINGS31ITEM4.MINE SAFETY DISCLOSURES31PARTIIITEM5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATEDSTOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITYSECURITIES31ITEM6.[RESERVED]32ITEM7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATIONS32ITEM7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK40ITEM8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA41ITEM9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE78ITEM9A.CONTROLS AND PROCEDURES78ITEM9B.OTHER INFORMATION81ITEM9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENTINSPECTIONS81PARTIIIITEM10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE81ITEM11.EXECUTIVE COMPENSATION81ITEM12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS ANDMANAGEMENT AND RELATED STOCKHOLDER MATTERS81ITEM13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, ANDDIRECTOR INDEPENDENCE82ITEM14.PRINCIPAL ACCOUNTANT FEES AND SERVICES82PARTIVITEM15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES82ITEM16.FORM10-K SUMMARY87 SPECIAL NOTEREGARDING FORWARD-LOOKING STATEMENTS This AnnualReport on Form 10-K(this“Annual Report”)contains forward-lookingstatements. We intend such forward-looking statements to be covered by the safe harbor provisionsfor forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended(the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the“Exchange Act”). All statements other than statements of historical facts contained in this AnnualReport may