John-Paul Motley
T: +1 213 561 3204 jpmotley@cooley.com

Cooley

VIA E-MAIL

October 23, 2026

Office of Chief Counsel
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Attn: Ted Yu, Chief, Office of Chief Counsel
Matt S. McNair, Senior Adviser to the Chief Counsel

Re: Request for Interpretive Guidance Regarding Form S-3 Eligibility in Connection with a Voluntary Reporting Period

Dear Messrs. Yu and McNair:

We write on behalf of our client, Sumisho Air Lease Corporation, a Delaware corporation (the “Company”), to seek interpretive guidance from the staff of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “Staff” and the “Commission,” respectively) regarding the Company’s eligibility to use Form S-3 notwithstanding an anticipated, brief period as a voluntary filer.

As explained below, the Company’s reporting obligation under Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is expected to suspend automatically by operation of Section 15(d) on January 1, 2027, and to be restored upon the filing of its annual report on Form 10-K for the fiscal year ended December 31, 2026 (the “2026 Form 10-K”) in February or March 2027. Accordingly, the Company expects to be a voluntary filer from January 1, 2027, until the filing of the 2026 Form 10-K in early 2027 (the “Voluntary Reporting Period”).

The Company respectfully requests that the Staff concur with its view that the Voluntary Reporting Period of up to three months will not impair its Form S-3 eligibility. Specifically, the Company believes that its continued filing of all Exchange Act reports that would otherwise be required to be filed pursuant to Section 15(d) during the Voluntary Reporting Period (and any voluntary reporting period that will arise in subsequent years where the Company’s Section 15(d) obligations are suspended automatically by operation of Section 15(d) on January 1 of the applicable year) satisfies the requirements of General Instruction I.A.3 of Form S-3 notwithstanding that it may not be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act during the Voluntary Reporting Period. If the Staff concurs with the

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Company’s view, the Company intends to: (i) continue to offer and sell securities under the 2024 Shelf Registration Statement (as defined below) during the Voluntary Reporting Period; (ii) continue to rely on the 2024 Shelf Registration Statement following its filing of the 2026 Form 10-K, which will serve as the Section 10(a)(3) update required under the Securities Act of 1933, as amended (the “Securities Act”); and (iii) file subsequent registration statements on Form S-3 in reliance on the Staff’s concurrence herein, including the filing of a new registration statement on Form S-3 prior to the expiration of the 2024 Shelf Registration Statement in May 2027. The foregoing request for concurrence is made on the assumption that the facts and representations set forth in this letter remain accurate and complete in all material respects and the Company satisfies all other applicable Form S-3 eligibility conditions.

I. BACKGROUND

A. Registered Offerings and Section 12(b) Registration of the Company’s Securities

On April 8, 2011, the Company’s registration statement on Form S-1 (File No. 333-171734) became effective under the Securities Act registering the offer and sale of shares of Class A Common Stock, $0.01 par value (the “Class A Common Stock”), in connection with the Company’s initial public offering (the “Company IPO”). Concurrently, the Company registered the Class A Common Stock under Section 12(b) of the Exchange Act by filing a registration statement on Form 8-A.1

The Company initially established a Medium Term Notes Program in 2018 through the filing of a prospectus supplement, dated November 20, 2018, for the offer and sale of Series A Notes of the Company through its registration statement on Form S-3 (File No. 333-224828) (the “2018 Shelf Registration Statement”). The Company renewed its Medium Term Notes Program in May 2021 pursuant to a prospectus supplement dated May 7, 2021, through its registration statement on Form S-3 (File No. 333-255862) (the “2021 Shelf Registration Statement”), and most recently, a prospectus supplement, dated May 6, 2024, through its registration statement on Form S-3 (File No. 333-279151), filed on May 6, 2024 (the “2024 Shelf Registration Statement,” and together with the 2018 Shelf Registration Statement and the 2021 Shelf Registration Statement, the “Shelf Registration Statements”). The Company’s 3.700% Medium-Term Notes, Series A, due April 15, 2030 (the “Listed Series A Notes”) were offered and sold pursuant to the 2021 Shelf Registration Statement. The Company registered the Listed Series A Notes under

[1] The Form 8-A12B was filed on April 4, 2011. At that time, the Class A Common Stock was listed on the New York Stock Exchange (the “NYSE”) under the symbol “AL.”

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Section 12(b) of the Exchange Act by filing a registration statement on Form 8-A.2 As of September 30, 2026, the Company had $8.9 billion of Series A Notes outstanding (collectively, the “Series A Notes”), including the Listed Series A Notes. The Series A Notes consist of 15 separate classes and, as of September 25, 2026, each class of Series A Notes had fewer than 300 holders of record.

In addition to the foregoing, as of September 30, 2026, the Company had three series of preferred stock outstanding (collectively, the “Preferred Stock”) that were offered and sold through its Shelf Registration Statements. The Company issued 300,000 shares of its 4.65% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series B (“Series B Preferred Stock”) on March 2, 2021, in a registered offering under its 2018 Shelf Registration Statement. The Company issued 300,000 shares of its 4.125% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series C (“Series C Preferred Stock”) on October 13, 2021, in a registered offering under its 2021 Shelf Registration Statement. The Company issued 300,000 shares of its 6.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series D (“Series D Preferred Stock”) on September 24, 2024, in a registered offering under its 2024 Shelf Registration Statement.3 As of September 25, 2026, each of the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock had fewer than 300 holders of record.

As of the date of this letter, the Company maintains its 2024 Shelf Registration Statement registering the offer and sale of debt securities, preferred stock, warrants, rights, purchase contracts, and units from time to time.

B. The Delisting and Termination of the Section 12(b) Registration of the Class A Common Stock and Listed Series A Notes

On April 8, 2026, the Company (formerly known as Air Lease Corporation) was acquired by Sumisho Air Lease Corporation Designated Activity Company (formerly known as Gladiatora Designated Activity Company), an Irish private limited company (“Parent”), pursuant to the Agreement and Plan of Merger, dated as of September 1, 2025. Upon consummation of the

[2] The Form 8-A12B was filed on March 27, 2024. At that time, the Listed Series A Notes were listed on the NYSE under the symbol “AL30.”

[3] The Company’s 6.150% Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $25.00 per share (the “Series A Preferred Stock”) was registered under Section 12(b) of the Exchange Act by the Company filing a registration statement on Form 8-A on March 4, 2019. The Series A Preferred Stock, all outstanding shares of which were redeemed in full on October 17, 2024 in accordance with the Certificate of Designations governing the Series A Preferred Stock, was delisted from the NYSE ten days after the October 17, 2024 filing of a Form 25 and the Section 12(b) registration was terminated as of January 15, 2025. No automatic registration under Section 12(g) pursuant to Rule 12g-2 under the Exchange Act arose as a result of the termination of the Section 12(b) registration of the Series A Preferred Stock.

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acquisition (the “Transaction”), the Company became an indirect, wholly owned subsidiary of Parent, which is jointly owned by Sumitomo Corporation, SMBC Aviation Capital Limited, and affiliates of each of Apollo Capital Management, L.P. and Brookfield Asset Management Ltd. Following the Transaction, the Company, as the surviving entity, was renamed Sumisho Air Lease Corporation.

On that same date, the New York Stock Exchange LLC filed a Form 25 to delist and terminate the Section 12(b) registration of each of the Class A Common Stock and the Listed Series A Notes. The delisting of the Class A Common Stock and the Listed Series A Notes became effective on April 18, 2026, and the termination of the Section 12(b) registration became effective on July 7, 2026. The Company has never had a class of securities registered under Section 12(g) of the Exchange Act, and no automatic registration under Section 12(g) pursuant to Rule 12g-2 under the Exchange Act arose as a result of the termination of the Section 12(b) registration of the Class A Common Stock and the Listed Series A Notes.

The Section 15(d) reporting obligations arising from the Company IPO and the Company’s registered offerings pursuant to its Shelf Registration Statements were dormant throughout the period during which the Company maintained the Section 12(b) registration of the Class A Common Stock and the Listed Series A Notes, having been subsumed by the Company’s Section 13(a) reporting obligations.4 Following the termination of the Section 12(b) registration of the Class A Common Stock and the Listed Series A Notes on July 7, 2026, those Section 15(d) reporting obligations are no longer dormant and now represent the sole basis for the Company’s ongoing Exchange Act reporting obligations, including the obligation to file the 2026 Form 10-K in early 2027, which arises because the incorporation by reference of the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Form 10-K”) into the 2024 Shelf Registration Statement constituted the equivalent of filing a post-effective amendment to that registration statement pursuant to Section 10(a)(3),5 notwithstanding the expected automatic suspension of the Company’s Section 15(d) reporting obligation on January 1, 2027. Since the revival of its Section 15(d) reporting obligation, the Company has maintained an uninterrupted timely Exchange Act filing record.

[4] Section 15(d) of the Exchange Act, 15 U.S.C. § 78o(d).

[5] See Division of Corporation Finance, Corporation Finance Interpretation (“CFI”) Question & Answer 203.11 of Securities Act Rules (Jan. 26, 2009), https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/securities-act-rules (explaining that an annual report on Form 10-K that is incorporated by reference into an effective registration statement on Form S-3 operates as a post-effective amendment to update the registration statement under Section 10(a)(3) of the Securities Act, as implemented through the undertaking required by Item 512(a) of Regulation S-K.).

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C. The Company’s Financing Activities and Continued Access to the Registered Capital Markets

The Company anticipates that, subject to market conditions, the availability of financing on acceptable terms, and the Company’s business and financial condition and requirements at the relevant time, it may seek to access the public capital markets through the 2024 Shelf Registration Statement prior to the filing of the 2026 Form 10-K in February or March 2027 and, thereafter, during the period following the filing of the 2026 Form 10-K and prior to the expiration of the 2024 Shelf Registration Statement on May 6, 2027.6

The ability to access the public capital markets on a timely and flexible basis is material to the Company’s ongoing financing activities. Historically, the Company has required significant capital for the purchase of commercial aircraft and the refinancing of existing debt obligations as they mature. The interpretive question addressed in this letter—whether the Company’s anticipated brief period of voluntary filer status will impair its ability to use the 2024 Shelf Registration Statement and to file new registration statements on Form S-3 going forward—is accordingly of practical significance to the Company’s continued operations and financing strategy.

II. DISCUSSION

A. Form S-3 Eligibility Under General Instruction I.A.3 and the Staff’s Interpretive Framework

Once the Company’s Section 15(d) reporting obligation is automatically suspended on January 1, 2027, General Instruction I.A.3 to Form S-3 would appear to disqualify the Company from Form S-3 eligibility because of its status as a voluntary filer, albeit for a brief period. The Company respectfully submits that the literal application of that instruction is not required here. As discussed below, the Staff’s own interpretive guidance, the Lamar Advertising Co. no-action letter (Nov. 18, 1996), and the Commission’s most recent articulation of the policy underlying Form S-3 each confirm that a brief, fully disclosed voluntary reporting period should not preclude Form S-3 eligibility on the Company’s facts.

[6] The 2024 Shelf Registration Statement is an automatic shelf registration statement. At the time of the filing of the 2026 Form 10-K, the Company will no longer qualify as a “well-known seasoned issuer,” as such term is defined in Rule 405 under the Securities Act. Accordingly, the Company intends to file a replacement registration statement on Form S-3 and otherwise comply with the Staff’s related interpretive guidance, and the Company intends to file new registration statements on Form S-3 and otherwise comply with Rule 415(a)(5) and (6) under the Securities Act, as applicable. See CFI Question & Answer 198.06 of Securities Act Rules (Jan. 26, 2009) and Question & Answer 203.11 of Securities Act Rules (Jan. 26, 2009), https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/securities-act-rules.

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General Instruction I.A.3 to Form S-3 imposes two conditions relevant to this interpretive request. First, the issuer must have “been subject to the requirements of Section 12 or 15(d)” of the Exchange Act “for a period of at least twelve calendar months immediately preceding the filing of the registration statement.” Second, it must have “filed in a timely manner all reports required to be filed during the twelve calendar months” subject to certain exceptions. Taken literally, the first condition would appear to preclude Form S-3 eligibility where an issuer’s mandatory reporting status is interrupted for any portion of the preceding twelve months, including a brief period of voluntary filer status arising from the automatic suspension of a Section 15(d) reporting obligation by operation of Section 15(d).

The Staff has, however, declined to apply that literal reading in all circumstances. The Staff’s Corporation Finance Interpretation (“CFI”) Question 115.15 of Securities Act Forms expressly addresses the scenario in which an issuer “timely filed its Exchange Act reports during the past twelve months, but was not subject to Section 12 or 15(d) for a portion of that period (and therefore was reporting on a voluntary basis during that portion).”7 The Staff’s answer is that such an issuer “would be eligible to use Form S-3 only under the conditions specified in [Lamar Advertising].”8 The Staff’s interpretive guidance thus confirms that a brief voluntary reporting status during a portion of the preceding twelve months does not categorically foreclose Form S-3 eligibility and identifies the conditions under which eligibility is preserved. As set forth below, the Company’s facts are substantially similar to those presented in Lamar Advertising, and that similarity supports the same conclusion here.

B. The Company’s Exchange Act Reporting Will Be Continuous and Uninterrupted Throughout the Voluntary Reporting Period

First, the most important factual predicate of this interpretive request is also the most straightforward: there will be no gap in the Company’s Section 15(d) Exchange Act reporting at any point during the Voluntary Reporting Period.

As a statutory matter, as described in the Background above, because the incorporation by reference of the 2025 Form 10-K into the 2024 Shelf Registration Statement constituted the equivalent of filing a post-effective amendment to update that registration statement pursuant to Section 10(a)(3), the Company is required to file periodic and current reports during fiscal year 2026, including the 2026 Form 10-K, notwithstanding the expected automatic suspension of its Section 15(d) reporting obligation on January 1, 2027. Furthermore, the Company represents that

[7] CFI Question 115.15 of Securities Act Forms (Aug. 14, 2009), https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/securities-act-forms.

[8] Id.

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it will file all Exchange Act reports that would otherwise be required to be filed pursuant to Section 15(d) during the Voluntary Reporting Period.

C. The Staff’s Interpretive Guidance and the Lamar Advertising Framework

Second, as explained in subsection A above, CFI Question 115.15 identifies Lamar Advertising as the governing framework for assessing Form S-3 eligibility where an issuer has maintained a continuous reporting record but was not subject to mandatory reporting for a portion of the preceding twelve months.

Lamar Advertising presented the Staff with the following circumstances. Following a registered offering of debt securities in 1993, the company became subject to the reporting obligations of Section 15(d) and timely filed all required reports under the Exchange Act. On November 1, 1993, however, the company’s Section 15(d) reporting obligation automatically suspended by operation of Section 15(d) due to the class of registered debt securities having fallen below 300 holders of record. The company did not file a Form 15. The indenture governing the company’s debt securities independently required the company to continue filing all periodic and current reports otherwise required under Section 15(d) throughout the suspension, and the company did so without interruption. After approximately three years of voluntary filer status, the company’s initial public offering (the “Lamar IPO”) registration statement became effective on August 1, 1996, the company simultaneously registered its common stock under Section 12(g) of the Exchange Act, and the common stock was listed for trading on the Nasdaq National Market.9 Against this backdrop, the company requested that the Staff confirm that its Exchange Act filings made during the voluntary period (a period of more than nine months) could be counted toward satisfaction of the twelve-month continuous reporting requirement of General Instruction A.3 to Form S-3.

The Staff concluded that the company’s Exchange Act filings satisfied the requirements of General Instruction I.A.3 to Form S-3.10 The conditions that were dispositive to that

[9] The Nasdaq Stock Market LLC (“Nasdaq”) became an independent registered national securities exchange in 2006. Prior to that time, it had been operated by the National Association of Securities Dealers, Inc. (now known as the Financial Industry Regulatory Authority, or FINRA) as an interdealer quotation system. Nasdaq rules required registration under Section 12(g) of the Exchange Act for the quotation of securities. As a result of becoming an independent registered national securities exchange, the securities of issuers listed on Nasdaq automatically became registered under Section 12(b) (which applies only to securities listed on a national securities exchange) instead of Section 12(g).

[10] The Staff’s grant of no-action relief identifies nine representations in total: (1) the company was subject to Section 15(d) reporting obligations following the described 1993 registered debt offering; (2) the company timely filed all reports required by Section 15(d); (3) on November 1, 1993, the company had fewer than 300 holders of the debt securities, automatically suspending its Section 15(d) reporting obligation by operation of Section 15(d); (4) the company did not file a Form 15; (5) the indenture under which the debt securities were issued required the company

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conclusion appear to have been the following: (i) the Section 15(d) suspension arose automatically by operation of Section 15(d), not through any affirmative act by the company; (ii) no Form 15 was filed; (iii) the company was contractually obligated throughout the voluntary period to file all reports that would otherwise have been required under Section 15(d), and in fact did so, ensuring that investors received continuous disclosure without interruption; and (iv) upon the effectiveness of its IPO registration statement and its concurrent Section 12(g) registration, the company was restored to mandatory reporting status and thereafter timely filed all required reports.

D. The Company’s Facts are Substantially Similar to Lamar Advertising

As to conditions (i) and (ii), the parallel to Lamar Advertising is direct. The Company’s Section 15(d) obligation is expected to suspend automatically by operation of Section 15(d) on January 1, 2027, not by virtue of any Form 15 filing or other affirmative act by the Company. The Company does not desire to have its Section 15(d) reporting obligation suspended, and for that reason has not filed, and does not intend to file, a Form 15. The Company respectfully submits that the Section 15(d) automatic statutory suspension is not intended to penalize issuers by removing them from the reporting system but rather operates as a relief mechanism. As the Commission has explained, “Congress recognized, with respect to Section 15(d), that the benefits of periodic reporting by an issuer might not always be commensurate with the burdens imposed.”11

As to condition (iii), the Company is obligated to file the 2026 Form 10-K with the Commission in early 2027 for the reasons described in the Background above, notwithstanding the anticipated automatic suspension of the Company’s Section 15(d) reporting obligation on January 1, 2027. Furthermore, the Company represents that it will file all reports during the Voluntary Reporting Period that would otherwise be required of a mandatory Section 15(d) filer,

to continue filing the reports otherwise required by Section 15(d); (6) the company timely filed all reports that would otherwise have been required to be filed throughout the voluntary period; (7) on August 1, 1996, the company’s IPO registration statement became effective and it simultaneously registered its common stock under Section 12(g); (8) the company amended its previously filed annual report on Form 10-K to reflect Staff comments on the IPO registration statement; and (9) since its Section 12(g) registration, the company timely filed all materials required under Sections 13 and 14 of the Exchange Act.

[11] Proposed Suspension of Periodic Reporting Obligation, Proposing Release No. 34-20263 at I (Oct. 18, 1983); U.S. Securities and Exchange Commission, Division of Corporation Finance, Exchange Act Rule 12h-3: Staff Legal Bulletin No. 18 (CF) (last updated March 15, 2010), https://www.sec.gov/rules-regulations/staff-guidance/staff-legal-bulletins/exchange-act-rule-12h-3-staff-legal-bulletin-no-18-cf.

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ensuring that the Company’s Exchange Act filing record with the Commission remains continuous.12

As to condition (iv), the filing of the 2026 Form 10-K will constitute a Securities Act event that re-imposes mandatory reporting obligations on the Company in a manner functionally equivalent to the Lamar IPO. In Lamar Advertising, re-entry into mandatory reporting status occurred through the effectiveness of the Lamar IPO and concurrent Section 12(g) registration. The mechanism here is different in form but identical in character. The 2026 Form 10-K is the mandatory Section 10(a)(3) update to the 2024 Shelf Registration Statement—a filing compelled by the Securities Act itself and implemented through the Regulation S-K Item 512 undertakings included in the 2024 Shelf Registration Statement.13 The 2026 Form 10-K filing in early 2027 will independently render the automatic suspension afforded by Section 15(d) unavailable for the remainder of fiscal year 2027 because the Company will have filed a Securities Act registration statement update within the meaning of Section 15(d) during the fiscal year.

Moreover, although the company in Lamar Advertising happened to restore its mandatory reporting status through the effectiveness of its IPO registration statement and concurrent registration of its common stock under Section 12(g), the Company respectfully submits that the text of General Instruction I.A.3 independently forecloses any reading of Lamar Advertising that would require Section 12 registration. The instruction conditions Form S-3 eligibility on the issuer having been “subject to the requirements of Section 12 or 15(d)”—a deliberate disjunctive that places Section 15(d) filers on equal footing with Section 12 registrants for purposes of this threshold. A company that has reported exclusively under Section 15(d) throughout its reporting history satisfies the eligibility condition without any Section 12 registration event. To read Lamar Advertising as imposing a requirement that restoration to mandatory reporting status occur through Section 12 registration would be to read into the no-action framework a categorical condition that the form itself does not require. That reading is not compelled by Lamar Advertising’s text and is inconsistent with the disjunctive structure of General Instruction I.A.3, and it would produce the anomalous result of denying Form S-3 eligibility to a class of issuers—those reporting exclusively under Section 15(d)—that the instruction expressly contemplates as eligible. Rather, the Company respectfully submits that the Staff’s no-action position in Lamar Advertising rested on the company’s continuity of Exchange Act reporting.

E. The Commission’s Policy Objectives Underlying Form S-3 Support the Same Conclusion

[12] Since the termination of the Section 12(b) registration of the Class A Common Stock and the Listed Series A Notes became effective on July 7, 2026, the Company has timely filed all reports required under Section 15(d), and no gap exists in its Exchange Act reporting record.

[13] See supra note 5.

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Even if the Lamar Advertising framework were read more narrowly than the foregoing analysis, the Commission’s articulated policy objectives underlying Form S-3 independently support the same conclusion. The fundamental inquiry of the reporting history condition of General Instruction I.A.3 is whether the market has had access to sufficient, reliable, and continuous information about the issuer to support the streamlined registration process that Form S-3 affords.14

The Commission has identified the operative question directly: a determination of Form S-3 eligibility should turn on “whether investors can readily obtain issuer-specific information . . . to make an informed investment decision.”15 Where an issuer has maintained an uninterrupted record of timely Exchange Act reporting, the purpose of General Instruction I.A.3 is satisfied regardless of the legal compulsion underlying any individual filing. The Company’s fact pattern satisfies that criterion. The Company has maintained an uninterrupted Exchange Act reporting record since July 7, 2026 as required by Section 15(d), and the Company will continue making such filings with the Commission during the Voluntary Reporting Period, ensuring that the market has access to a continuous and current picture of the Company’s financial condition and affairs at every point during and immediately following the Voluntary Reporting Period. Evaluated against the Commission’s own criterion, the Voluntary Reporting Period of up to three months is functionally indistinguishable from the mandatory reporting periods that precede and follow it.

III. REQUEST FOR INTERPRETIVE GUIDANCE

Based on the foregoing, the Company respectfully requests that the Staff concur with its view that the Voluntary Reporting Period of up to three months will not impair the Company’s Form S-3 eligibility. Specifically, the Company believes that its continued filing of all Exchange Act reports that would otherwise be required to be filed pursuant to Section 15(d) during the Voluntary Reporting Period (and any voluntary reporting period that will arise in subsequent years where the Company’s Section 15(d) obligations are suspended automatically by operation of Section 15(d) on January 1 of the applicable year) satisfies the requirements of General Instruction I.A.3 of Form S-3 notwithstanding that it may not be subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act during the Voluntary Reporting Period. If the Staff concurs with the Company’s view, the Company intends to: (i) continue to offer and sell securities under the 2024 Shelf Registration Statement during the Voluntary

[14] Registered Offering Reform, Proposing Release No. 33-11418 (May 19, 2026) (the “2026 Proposing Release”) (quoting Simplification of Registration Procedures for Primary Securities Offerings, Proposing Release No. 33-6943 (July 16, 1992) and Simplification of Registration Procedures for Primary Securities Offerings, Adopting Release No. 33-6964 (Oct. 22, 1992)).

[15] 2026 Proposing Release.

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Reporting Period; (ii) continue to rely on the 2024 Shelf Registration Statement following its filing of the 2026 Form 10-K, which will serve as the Section 10(a)(3) update; and (iii) file any subsequent registration statement on Form S-3 in reliance on the Staff’s concurrence herein, including the filing of a new registration statement on Form S-3 prior to the expiration of the 2024 Shelf Registration Statement in May 2027. The foregoing request for concurrence is made on the assumption that the facts and representations set forth in this letter remain accurate and complete in all material respects and the Company satisfies all other applicable Form S-3 eligibility conditions.

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Should you require any additional information or wish to discuss this request, we are available at your convenience. Please do not hesitate to contact the undersigned at 213-561-3204 or Justin A. Kisner at 858-550-6109.

Very truly yours,
John-Paul Motley

cc:
Sabrina Lemmens, Chief Financial Officer, Sumisho Air Lease Corporation Czar Vigil, General Counsel, Sumisho Air Lease Corporation Logan Tiari, Cooley LLP Justin A. Kisner, Cooley LLP