Item 8.01. Other Events.

On February 27, 2023, FTAI Aviation Ltd. (the "Company") filed with the Securities and Exchange Commission a prospectus supplement (the "Option Plan Prospectus Supplement") to the prospectus dated February 27, 2023 included in the Company's automatic shelf registration statement on Form S-3ASR (No. 333-270042). The Option Plan Prospectus Supplement was filed for the purpose of registering the issuance of securities pursuant to the FTAI Aviation Ltd. Nonqualified Stock Option and Incentive Award Plan (the "Option Plan") or in connection with resales from time to time by certain individuals who are eligible to receive such securities (collectively, the "Selling Shareholders").

Specifically, the Option Plan Prospectus Supplement registers: (i) 29,805,778 of the Company's ordinary shares, par value $0.01 per share ("Ordinary Shares") available as of the date hereof for issuance under the Option Plan and (ii) 1,720,316 Ordinary Shares as to which awards have previously been granted under the Option Plan. The Company will receive the exercise or purchase price of certain shares-based awards under the Option Plan if and when such awards are exercised or purchased for cash. The Company will not receive any proceeds if the shares-based awards are exercised on a cashless basis.

In addition, the Option Plan Prospectus Supplement registers 59,491 Ordinary Shares that may be offered for resale from time to time by the Selling Shareholders to whom the shares have been or may be issued under the Option Plan (including, without limitation, in connection with the exercise of options). The Company will not receive any proceeds from the sale of its Ordinary Shares by such Selling Shareholders.

In connection with the filing of the Option Plan Prospectus Supplement, the Company is filing an opinion of its counsel, Maples and Calder (Cayman) LLP, regarding the legality of the securities being registered pursuant to the Option Plan Prospectus Supplement, which opinion is attached as Exhibit 5.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit Number                             Description
     5.1         Opinion of Maples and Calder (Cayman) LLP.
     23.1        Consent of Maples and Calder (Cayman) LLP (included in Exhibit
                 5.1).
     104         Cover Page Interactive Data File - the cover page XBRL tags are
                 embedded within the Inline XBRL document.

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