Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed, on August 16, 2021, in the United States Bankruptcy
Court for the District of Delaware (the "Bankruptcy Court") in the Chapter 11
case ("Chapter 11 Cases") of AeroCentury Corp. ("AeroCentury" or the "Company")
and its two U.S. subsidiaries, JetFleet Management Corp. ("JMC"), and JetFleet
Holding Corp. ("JHC", and the three corporations collectively referred to as the
"Debtors"), the Debtors filed unexecuted drafts of its Plan Sponsor Agreement to
be entered into between the Company and Yucheng Hu, TongTong Ma, Qiang Zhang,
Yanhua Li, Yiyi Huang, Hao Yang, Jing Li, Yeh Cheng and Yu Wang, and identifying
such individuals, collectively, as "Plan Sponsor" (the "Plan Sponsor
Agreement"), and related agreements and documents required thereunder
(collectively, with the Plan Sponsor Agreement, the "Plan Sponsor Documents").
The Plan Sponsor Documents are intended to cover the transactions contemplated
by the Investment Term Sheet entered into with Yucheng Hu, which was described
in the Company's Current Report on Form 8-K filed on August 10, 2021, and are
part of the Debtors' plan of reorganization as reflected in the Combined
Disclosure Statement and Plan previously filed with the Bankruptcy Court as
amended and supplemented from time to time (the "Plan"). On August 31, 2021 and
as previously disclosed, the Bankruptcy Court entered an order, Docket No. 0296
(the "Confirmation Order"), confirming the Plan as set forth in the Combined
Plan Statement and Plan Supplement.
On September 30, 2021 and pursuant to the Plan Sponsor Agreement, the Company
entered into and consummated (the "Closing") the transactions contemplated by a
Securities Purchase Agreement (the "Securities Purchase Agreement") with the
Plan Sponsor, and Yucheng Hu, in the capacity as the representative for the Plan
Sponsor thereunder, pursuant to which the Company issued and sold, and the Plan
Sponsor purchased, 2,870,927 shares of common stock, par value $0.001 per share,
of the Company (the "ACY Common Stock") at $3.85 for each share of Common Stock,
for an aggregate purchase price of approximately $11,053,069 (the "Purchase
Price"). The Securities Purchase Agreement contained customary representations,
warranties and covenants by the parties to such agreement.
Also on September 30, 2021 and pursuant to the Plan Sponsor Agreement, the
Company entered into and consummated the transactions contemplated by a Series A
Preferred Stock Purchase Agreement (the "JHC Series A Agreement") with JHC,
pursuant to which JHC issued and sold, and the Company purchased, 104,082 shares
of Series A Preferred Stock, no par value, of JHC (the "JHC Series A Preferred
Stock") at $19.2156 per share (the "Series A Original Issue Price") of JHC
Series A Preferred Stock, for an aggregate purchase price of $2 million. The JHC
Series A Preferred Stock is non-convertible, non-transferable, and has the
following rights:
Divided Rights. The JHC Series A Preferred Stock, in preference to the Common
Stock of JHC ("JHC Common Stock"), shall be entitled to receive quarterly
dividends at a rate of 7.50% (the "Dividend Rate") of the Series A Original
. . .
Item 1.03 Bankruptcy or Receivership.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference herein.
On September 30, 2021, all conditions to the occurrence of the effective date
set forth in the Plan and the Confirmation Order were satisfied and the
effective date (the "Effective Date") of the Plan occurred. On October 1, 2021,
the Debtors filed a Notice of Effective Date of the Plan (the "Notice of
Effective Date") with the Bankruptcy Court. A copy of the Notice of Effective
Date is attached hereto as Exhibit 99.1 and incorporated in this Item 1.03 by
reference.
Upon the Effective Date, AeroCentury has exited Chapter 11 bankruptcy and all of
the ACY Common Stock outstanding held by the existing shareholders of
AeroCentury on the Effective Date were reinstated on the Effective Date pursuant
to the terms of the Plan.
Additional information about the Chapter 11 Cases, including access to documents
filed with the Bankruptcy Court, is available online at
https://www.kccllc.net/aerocentury, a website administered by Kurtzman Carson
Consultants LLC, a third-party bankruptcy claims and noticing agent. The
information on that website is not incorporated by reference and does not
constitute part of this Current Report on Form 8-K.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated
by reference herein.
On September 30, 2021, and concurrent with the entry into the Securities
Purchase Agreement, the Company consummated the transaction contemplated by the
Securities Purchase Agreement (the "ACY Transaction"). Immediately after the
closing of the ACY Transaction, the Plan Sponsor, in the aggregate, beneficially
owned approximately 65% of the outstanding shares of Common Stock of the
Company.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures in Items 1.01 and 2.01 of this Current Report on Form 8-K are
incorporated by reference herein.
2
The shares of ACY Common Stock issued pursuant to the Securities Purchase
Agreement were issued pursuant to the exemption from registration pursuant to
Section 4(a)(2) of the Securities Act of 1933, in a private placement to nine
(9) accredited investors, each of whom has such knowledge and experience in
financial and business matters that he or she is capable of evaluating the
merits and risks of the purchase of securities pursuant to the Securities
Purchase Agreement, each of whose financial situation is such that he or she can
afford to bear the economic risk of holding the securities for an indefinite
period of time and suffer complete loss of his or her investment, each of whom
acquired the shares of ACY Common Stock for investment for his or her own
account and not as a nominee or agent and not with a view to or for resale in
connection with any distribution thereof, and each of whom acknowledged that the
securities must be held indefinitely unless subsequently registered under the
Securities Act of 1933 or unless an exemption from such registration is
available. None of the ACY Common Stock will be registered under the Securities
Act of 1933 or applicable state securities laws and none may be offered or sold
in the United States absent registration under the Securities Act of 1933, or an
exemption from such registration requirements. Neither this Current Report on
Form 8-K nor any exhibit attached hereto shall constitute an offer to sell or
the solicitation of an offer to buy the ACY Common Stock or any other securities
of the Company.
Item 5.01 Changes in Control of Registrant.
The disclosures in Items 1.01 and 2.01 of this Current Report on Form 8-K are
incorporated by reference herein.
As a condition to the closing of the Securities Purchase Agreement and effective
as of the Closing, Michael G. Magnusson resigned as President and Chief
Executive Officer of the Company, Harold M. Lyons resigned as Chief Financial
Officer, Treasurer, Senior Vice President, Finance and Secretary of the Company,
and Michael G. Magnusson, Toni M. Perazzo, Roy E. Hahn, Evan M. Wallach and
David P. Wilson resigned as directors of the Company effective as of 12:01 a.m.
Pacific Time on October 1, 2021.
Effective as of 12:01 a.m. Pacific Time on October 1, 2021, Yucheng Hu, Florence
Ng, Jianan Jiang, Qin Yao and Siyuan Zhu (the "Incoming Directors") were
appointed to serve as members on the Board of Directors of the Company. The
Incoming Directors were designated by the Plan Sponsor pursuant to the Plan
Sponsor Agreement to hold office until the next annual meeting of the Company's
stockholders. The Board of Directors of the Company also appointed Mr. Hu to
serve as Chairman, President and Chief Executive Officer of the Company, Ms. Ng
to serve as its General Counsel and Vice President of Operations and Qin (Carol)
Wang to serve as its Chief Financial Officer, Secretary and Treasurer.
As a result of the purchases by the Plan Sponsor pursuant to the Plan Sponsor
Agreement and the Securities Purchase Agreement, the Plan Sponsor, in the
aggregate, beneficially owned approximately 65% of the outstanding shares of
Common Stock of the Company immediately following the Closing.
The foregoing actions represent a change of control of the Company. Except as
described in this Current Report on Form 8-K, no arrangements or understanding
exist among present or former controlling stockholders with respect to the
election of members of the Board of Directors of the Company and, to the
Company's knowledge, no other arrangements exist that might result in a change
of control of the Company. The Plan Sponsor used personal funds to acquire the
ACY Common Stock. The Plan Sponsor did not borrow any funds to acquire the ACY
Common Stock.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosures regarding the resignations of Michael G. Magnusson, Harold M.
Lyons, Toni M. Perazzo, Roy E. Hahn, Evan M. Wallach and David P. Wilson, the
appointment of the Incoming Directors as members of the Board of Directors of
the Company, and the appointments of Mr. Hu to serve as Chairman, President and
Chief Executive Officer of the Company, Ms. Ng to serve as its General Counsel
and Vice President of Operations and Qin (Carol) Wang to serve as its Chief
Financial Officer, Secretary and Treasurer in Item 5.01 above is incorporated
into this Item 5.02 by reference.
Effective as of 12:01 a.m. Pacific Time on October 1, 2021, the Board consisted
of five (5) directors: Yucheng Hu, Florence Ng, Jianan Jiang, Qin Yao, Siyuan
Zhu. In addition, Qin Yao, Siyuan Zhu and Jianan Jiang were appointed as members
of the Company's Audit Committee and Compensation Committee. Ms. Siyuan Zhu will
serve as the chairperson of the Audit Committee and Mr. Jianan Jiang will serve
as the chairperson of the Compensation Committee. Mr. Yucheng Hu and Florence Ng
were appointed as members of the Company's Executive Committee.
3
Mr. Yucheng Hu, Chairman, President and Chief Executive Officer, age 36. Mr. Hu
is the founder of Chengdu Quleduo Technology Co., Ltd., and has served as its
Chief Executive Officer since 2011. Mr. Hu is a successful entrepreneur with
over 15 years of experience in the internet industry. Mr. Hu established the
Xiyou online mobile game platform (wwwx52xiyou.com), which is a popular online
gaming platform in China. Mr. Hu has also formed various software programming
studios, such as the Mengqu studio, and has developed various mini-programs for
social media applications such as the "click-and-play" application for instance
on-line games access.
Ms. Florence Ng, General Counsel and Vice President of Operations, age 57. Ms.
Ng is a lawyer qualified in Hong Kong Special Administrative Region since 2011,
specializing in international cross border mergers and acquisitions transactions
and corporate commercial matters. Ms. Ng is currently an independent
non-executive director of China Internet Investment Finance Holdings Limited
(stock code: 810) since 2013, a company listed on the Hong Kong Stock Exchange,
and has served as a legal consultant for ATIF Holdings Limited (stock code:
ATIF) since 2019, which is a company listed on the Nasdaq Stock Market. Ms. Ng
holds a Bachelor's degree in Art from San Francisco State University, a
Bachelor's degree in Laws from University of London, and a Master's degree in
Laws from the City University of Hong Kong with distinction award.
Mr. Jianan Jiang, age 36. Since February 2019, Mr. Jiang has been serving as the
lead data scientist for Stori Card in Washington, DC, which is a fast-growing
Fintech company using Artificial Intelligence technology to provide better
financial products for the underserved community in Latin America. Prior to
that, he worked as data analyst and data science manager for Capital One from
October 2014 to January 2019. Mr. Jiang served as co-founder and chief executive
office of Schema Fusion LLC from May 2013 to September 2014. Mr. Jiang received
his Bachelor's degree in Civil Engineering from Qingdao Technological University
in 2008, and received his Master of Science in Management Science and
Engineering from Tongji University in 2011, and received his Master of Science
in Engineering and Technology Innovation Management from Carnegie Mellon
University in 2013.
Ms. Qin Yao, age 39. Ms. Yao is currently an information engineer at Tencent
Holdings Co., Ltd (stock code: 00700), a company listed on the Hong Kong Stock
Exchange, and responsible for the products and market expansion of Tencent's
industrial Internet Sector since 2017. From 2010 to 2017, Ms. Yao has served as
an electronic information engineer in China United Network Communications Co.,
Ltd. Ms. Yao has more than 10 years of investment experience in the field of
cloud computing, big data, artificial intelligence and technology information
services. She also has profound knowledge of financial planning, financial
budgeting and financial risk management related to the cloud business. Ms. Yao
holds a Bachelor's degree in Electronic Information Engineering from the
University of Electronic Science and Technology in Chengdu in 2004.
Ms. Siyuan Zhu, age 37. Ms. Zhu is currently a senior finance manager of Asia
Region of IAC (Shanghai) Management Co., Ltd. since 2016. From 2013 to 2015, Ms.
Zhu has served as a finance manager in IAC (Shanghai) Automotive Component
Technology Co., Ltd. Prior to 2013, Ms. Zhu held various positions at KPMG
Huazhen for a total of seven years and served as a program manager from 2011 to
2013. Ms. Zhu has served as an independent director of TD Holdings, Inc.
. . .
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 29, 2021, in connection with the Securities Purchase Agreement, the
certificate of incorporation of the Company was amended and restated in its
entirety. Effective upon the consummation of the transactions described in Item
1.01 of this Current Report on Form 8-K, the bylaws of the Company were amended
and restated in their entirety.
Among the changes contained in the amended and restated certificate of
incorporation are an increase in the authorized number of shares of common
stock, a restatement of the rights and privileges of holders of shares of common
stock (e.g. voting rights, rights to dividends and distributions and rights upon
liquidation), a restatement of the right of the Board of Directors to designate
by resolution one or more series of preferred stock and fix the rights and
preferences of holders of shares of preferred stock, a restatement of the size
of the Board of Directors and term of directors, a restatement of the
elimination of cumulative voting in elections of directors, a restatement of the
ability of stockholders to provide advance notice of nominations for the
election of directors and proposals for other business to be considered by
stockholders, a restatement of the limitations on director liability, a
statement of the election not be governed by Section 203 of the Delaware General
Corporations Law, a restatement of the power of the Board of Directors to adopt
bylaws and the manner in which bylaws can be amended, a restatement of the
manner in which the certificate of incorporation can be amended, and the
addition of an exclusive forum selection of the Court of Chancery of the State
of Delaware for certain matters. The foregoing description of the changes
contained in the Second Amended and Restated Certificate of Incorporation of the
Company. does not purport to be complete and is qualified in its entirety by
reference to the full text of the Second Amended and Restated Certificate of
Incorporation, which is filed herewith as Exhibit 3.1 and is incorporated herein
by reference.
Among the changes contained in the amended and restated bylaws are restatements
of the provisions regarding the maintenance of the registered office and other
offices; the conduct of meetings of stockholders (including timing of such
meetings, notices of such meetings, record dates of such meetings, quorum
requirements of such meetings, voting at such meetings, stockholder nominations
and proposals at such meetings and solicitation of proxies in connection with
such meetings) and actions by stockholder consent in lieu of a meeting; the size
of the Board of Directors, term of directors, meetings of directors and actions
by director consent in lieu of a meeting; the appointment, term and power of
officers; the indemnification of corporate agents; the issuance and transfer of
stock certificates; and the addition of an exclusive forum selection of the
Court of Chancery of the State of Delaware for certain matters. The foregoing
description of the changes contained in the Second Amended and Restated Bylaws
of the Company does not purport to be complete and is qualified in its entirety
by reference to the full text of the Second Amended and Restated Bylaws, which
is filed herewith as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 Other Events
On September 30, 2021, the Company issued a press release announcing the closing
of the Securities Purchase Agreement. A copy of the press release is attached as
Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits
(d) Exhibits
Exhibit No. Description
3.1 Second Amended and Restated Certificate of Incorporation of
AeroCentury Corp.
3.2 Second Amended and Restated Bylaws of AeroCentury Corp.
10.1 Plan Sponsor Agreement, dated as of August 16, 2021, by and among
AeroCentury Corp., JetFleet Holding Corp., and JetFleet Management
Corp. and Yucheng Hu, Hao Yang, Jing Li, Yeh Cheng, Yu Wang, TongTong
Ma, Qiang Zhang, Yanhua Li, and Yiyi Huang.
10.2 Securities Purchase Agreement, dated as of September 30, 2021, by and
among Aerocentury Corp, the Plan Sponsor, and Yucheng Hu, in the
capacity as the representative for the Plan Sponsor.
10.3 Series A Preferred Stock Purchase Agreement, dated as of September
30, 2021, by and between JetFleet Holding Corp. and Aerocentury Corp.
10.4 Form of Independent Director Agreement
10.5 Form of Employment Agreement
10.6 Employment Agreement by and between AeroCentury Corp and Florence Ng,
dated as of October 1, 2021
99.1 Notice of Effective Date of the Plan, dated October 1, 2021
99.2 Press Release, dated September 30, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
6© Edgar Online, source Glimpses
MEGA MATRIX CORP. 
