S-3ASR 1 ny20072118x1_s3asr.htm S-3ASR

As Filed with the Securities and Exchange Commission on May 1, 2026.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FTAI AVIATION LTD.

(Exact Name of Registrant as Specified in its Charter)


Cayman Islands			98-1420784
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

405 W 13th St, 3rd Floor

New York, New York 10014

(332) 239-7600

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

BoHee Yoon, Esq.

Copy to:

Michael J. Schwartz, Esq,

Peter D. Serating, Esq.

Blair T. Thetford, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement as determined by the Registrant.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

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 emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer N			Accelerated filer ☐
Non-accelerated filer ☐			Smaller reporting company ☐
			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 7(a)(2)(B) of Securities Act. ☐


			Page
ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			2
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			3
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			4
FTAI AVIATION LTD.			6
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF SHARES			11
DESCRIPTION OF DEPOSITARY SHARES			27
DESCRIPTION OF WARRANTS			29
DESCRIPTION OF SUBSCRIPTION RIGHTS			30
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS			31
SELLING SHAREHOLDERS			32
CAYMAN ISLANDS TAXATION			33
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS			34
ERISA AND OTHER BENEFIT PLAN CONSIDERATIONS			39
PLAN OF DISTRIBUTION			41
LEGAL MATTERS			45
EXPERTS			45


Securities and Exchange Commission Registration Fee			$ *
Trustee Fees and Expenses			$
Transfer Agent Fees and Expenses			$
Printing and Engraving Fees and Expenses			$
Accounting Fees and Expenses			$
Legal Fees			$
Total			$**


EXHIBIT NO.			EXHIBIT
1.1*			Form of Underwriting Agreement for ordinary shares, preferred shares, warrants or debt securities.
3.1			Amended and Restated Memorandum and Articles of Association of FTAI Aviation Ltd. (incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K as filed with the Commission on November 14, 2022).
3.2			Share Designation with respect to the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (incorporated by reference to Exhibit 3.4 of the Company’s Form 8-K as filed with the Commission on November 14, 2022).
3.3			Share Designation with respect to the 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form 8-A, filed on March 15, 2023).
3.4			Form of Certificate representing the 8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (incorporated by reference to Exhibit 3.7 of the Company’s Form 8-K as filed with the Commission on November 14, 2022).
3.5			Form of Certificate representing the 9.500% Fixed-Rate Reset Series D Cumulative Perpetual Redeemable Preferred Shares of FTAI Aviation Ltd. (incorporated by reference to Exhibit 4.2 of the Company’s Registration Statement on Form 8-A, filed on March 15, 2023).
4.1			Form of Debt Securities Indenture (including form of Debt Security) (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-3, filed with the Commission on February 27, 2023).
4.2*			Form of Debt Warrant Agreement.
4.3*			Form of Debt Warrant Certificate.
4.4*			Form of Stock Warrant Agreement.
4.5*			Form of Stock Warrant Certificate.
4.6*			Form of Deposit Agreement.
4.7*			Form of Depositary Receipt.
4.8*			Form of Purchase Contract.
4.9*			Form of Purchase Unit.
5.1			Opinion of Maples and Calder (Cayman) LLP.
5.2			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1			Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
23.3			Consent of Maples and Calder (Cayman) LLP (included in Exhibit 5.1).
23.4			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.2).
24.1			Powers of Attorney (included on the signature pages hereto).
25.1			Statement of Eligibility on Form T-1 of the Trustee under the Indenture pursuant to the Trust Indenture Act of 1939, as amended.
107			Filing Fee Table.


FTAI AVIATION LTD.

By:	/s/ Joseph P. Adams, Jr.
	Name:	Joseph P. Adams, Jr.
	Title:	Chief Executive Officer


NAME	TITLE	DATE

/s/ Joseph P. Adams, Jr.	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	May 1, 2026
Joseph P. Adams, Jr.		May 1, 2026

/s/ Nicholas McAleese	Chief Financial Officer (Principal Financial Officer)	May 1, 2026
Nicholas McAleese	Chief Financial Officer (Principal Financial Officer)	May 1, 2026

/s/ Michael Hazan	Chief Accounting Officer (Principal Accounting Officer)	May 1, 2026
Michael Hazan	Chief Accounting Officer (Principal Accounting Officer)	May 1, 2026

/s/ Shyam Gidumal	Director	May 1, 2026
Shyam Gidumal	Director	May 1, 2026

/s/ Paul R. Goodwin	Director	May 1, 2026
Paul R. Goodwin	Director	May 1, 2026

/s/ Judith A. Hannaway	Director	May 1, 2026
Judith A. Hannaway	Director	May 1, 2026

/s/ A. Andrew Levison	Director	May 1, 2026
A. Andrew Levison	Director	May 1, 2026

/s/ Ray M. Robinson	Director	May 1, 2026
Ray M. Robinson	Director	May 1, 2026

/s/ Martin Tuchman	Director	May 1, 2026
Martin Tuchman	Director	May 1, 2026

SEC Form S-3ASR filed by FTAI Aviation Ltd.