UNITED STATES
Cayman Islands
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98-1420784
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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415 West 13th Street, 7th Floor
New York, New York
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10014
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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☒
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Accelerated filer
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☐ |
Non-accelerated filer
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☐ |
Smaller reporting company
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☐ |
Emerging growth company
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☐ |
Item 1. |
Plan Information.*
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Item 2. |
Registrant Information and Employee Plan Annual Information.*
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Item 3. |
Incorporation of Documents by Reference.
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(a) |
Our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 3, 2025 (the “Form 10-K”);
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(b) |
Our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the
Commission on May 5, 2025 and our Current Reports on Form 8-K filed with the Commission on January 21, 2025, February 20, 2025, April 16,
2025 and May 2, 2025; and
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(c) |
The description of our securities set forth in Exhibit 4.13 of our Form 10-K, including any
amendment or report filed for the purpose of updating such description.
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Item 4. |
Description of Securities.
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Item 5. |
Interests of Named Experts and Counsel.
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Item 6. |
Indemnification of Directors and Officers.
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Item 7. |
Exemption from Registration Claimed.
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Item 8. |
Exhibits.
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Exhibit No.
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Description
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Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed on November 14, 2022).
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Opinion of Maples and Calder (Cayman) LLP as to legality.
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Consent of Independent Registered Public Accounting Firm.
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Consent of Maples and Calder (Cayman) LLP as to legality (included in Exhibit 5.1).
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Powers of Attorney (included on the signature pages hereto).
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FTAI Aviation Ltd. 2025 Omnibus Incentive Award Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A, filed April 16, 2025).
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Filing Fee Table.
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*
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Filed herewith.
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Item 9. |
Undertakings.
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(a)
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The Registrant hereby undertakes:
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FTAI AVIATION LTD.
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By:
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/s/ Joseph P. Adams, Jr.
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Name: Joseph P. Adams, Jr.
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Title: Chairman and Chief Executive Officer
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NAME
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TITLE
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DATE
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/s/ Joseph P. Adams, Jr.
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Chairman and Chief Executive Officer (Principal Executive Officer)
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May 29, 2025
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Joseph P. Adams, Jr.
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/s/ Eun (Angela) Nam
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Chief Financial Officer and Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
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May 29, 2025
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Eun (Angela) Nam
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/s/ Shyam Gidumal
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Director
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May 29, 2025
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Shyam Gidumal
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/s/ Paul R. Goodwin
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Director
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May 29, 2025
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Paul R. Goodwin
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/s/ Judith A. Hannaway
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Director
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May 29, 2025
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Judith A. Hannaway
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/s/ A. Andrew Levison
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Director
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May 29, 2025
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A. Andrew Levison
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/s/ Ray M. Robinson
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Director
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May 29, 2025
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Ray M. Robinson
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/s/ Martin Tuchman
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Director
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May 29, 2025
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Martin Tuchman
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