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): October 13, 2021
AEROCENTURY CORP.
(Exact name of registrant as specified in our charter)
| Delaware | | 001-13387 | | 94-3263974 |
(State or Other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer Identification No.) |
3000 El Camino Real, Bldg. 4, Suite 200, Palo Alto, CA | | 94306 |
| (Address of Principal Executive Offices) | | (Zip Code) |
(650) 340-1888
(Registrant’s telephone number, including area code)
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 registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | | |
| ☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | | |
| ☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | | |
| ☐ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | ACY | NYSE American Exchange |
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 ☐
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 7.01 | Regulation FD Disclosure. |
On October 13, 2021, AeroCentury Corp. (the “Company”) issued a press release announcing the payment of a special cash dividend of $0.6468 per share of common stock (the “Dividend”) to stockholders (“Legacy Shareholders”) that hold shares of Common Stock of the Company as of the effective date of the Plan (as defined below) prior to the sale and issuance of Common Stock of the Company to the plan sponsor investors led by Yucheng Hu.
Payment of the Dividend was made in connection with the previously announced exit from Chapter 11 reorganization, as set forth in the Combined Disclosure Statement and Joint Chapter 11 Plan of Reorganization of AeroCentury Corp, and Its Affiliated Debtors Docket No. 0282 (the “Plan”), which was previously approved by the U.S. Bankruptcy Court for the District of Delaware on August 31, 2021. The record date for the Dividend and the effective date of the Plan was September 30, 2021. The Dividend was paid to the Legacy Shareholders on October 13, 2021. A copy of the press release is attached as Exhibit 99.1 hereto.
The information reported Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1, is being “furnished” and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | | Financial Statements and Exhibits |
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on our behalf by the undersigned hereunto duly authorized.
| | AeroCentury Corp. |
| | |
| | |
| | By: | /s/ Yucheng Hu |
| | | Yucheng Hu Chief Executive Officer |
| | | |
| Dated: October 13, 2021 | | |
