UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(dD)

ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~AND ~~Act~~EXCHANGE ofACT OF 1934

Date of Report (Date of earliest event reported): July 1724, 2024

NISSAN AUTO LEASE TRUST 2024-B

(Exact name of Issuing Entity as specified in its charter with respect to the Notes)

Central Index Key Number: 0002029406

NISSAN AUTO LEASING LLC II

(Exact name of Depositor as specified in its charter and Transferor of the Series Certificate to the Issuing Entity)

Central Index Key Number: 0001244832

NISSAN-INFINITI LT LLC

(Exact name of Issuer as specified in its charter with respect to the Series Certificate)

Central Index Key Number: 0001244827

NISSAN MOTOR ACCEPTANCE COMPANY LLC

(Exact name of Sponsor as specified in its charter)

Central Index Key Number: 0001540639


DELAWARE	333-258304-07	99-6611338
(State or Other Jurisdiction of Incorporation of Issuing Entity)	(Commission File Number of Issuing Entity)	(IRS Employer Identification No. of Issuing Entity)

ONE NISSAN WAY ROOM 5-124 FRANKLIN, TENNESSEE		37067
(Address of principal executive offices)		(Zip Code)

(615) 725-1127

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

ITEM 81.01. ~~OTHER~~Entry ~~EVENTS.~~into a Material Definitive Agreement

~~The~~On ~~Depositor~~July 24, ~~has~~2024 ~~filed~~(the a“Closing ~~prospectus~~Date”), ~~dated~~NILT ~~July 17,~~LLC ~~2024,~~(defined ~~setting~~below) ~~forth~~created a ~~description~~separate ofseries ~~the pool~~ of ~~closed-end~~ ~~Nissan~~limited ~~and~~liability ~~Infiniti~~company ~~leases,~~ interest (the ~~related~~“2024-B ~~Nissan~~Series”) ~~and~~in Nissan-Infiniti ~~leased~~LT ~~vehicles~~LLC, ~~and~~a ~~related~~Delaware ~~assets~~limited ~~and~~liability ~~the~~company ~~structure~~(“Nissan-Infiniti ~~of $126~~LT”),~~000,000~~ ~~aggregate~~including ~~principal~~certain ~~amount~~closed-end ~~of the~~retail ~~Class A-1~~vehicle ~~Asset~~lease ~~Backed~~contracts ~~Notes~~ (the “~~Class A-1 Notes~~Leases”), ~~$220,000,000~~the ~~aggregate~~related ~~principal~~Nissan ~~amount~~and ofInfiniti ~~the Class A-2a~~vehicles ~~Asset~~leased ~~Backed~~under ~~Notes~~the Leases (the “~~Class A-2a~~Leased ~~Notes~~Vehicles”), ~~$253,250,000~~and ~~aggregate~~related ~~principal~~property ~~amount~~(collectively, of the ~~Class A-2b~~ ~~Asset Backed Notes (the~~ “~~Class A~~2024-2bB ~~Notes~~Series Assets”), ~~$473,250,000~~pursuant ~~aggregate~~to ~~principal~~the ~~amount~~Limited Liability Company Agreement of ~~the Class A~~Nissan-3Infiniti ~~Asset~~LT, ~~Backed~~dated ~~Notes~~as ~~(the~~of ~~“Class~~April ~~A-3 Notes”)~~1, ~~$68~~2021,~~700,000~~ ~~aggregate~~between ~~principal~~Nissan ~~amount~~Motor ofAcceptance ~~the Class A-4~~Company ~~Asset~~LLC ~~Backed Notes~~ (~~the~~ “~~Class A-4 Notes~~NMAC”), ~~and~~as ~~$58~~servicer,~~800,000~~ ~~aggregate~~NILT ~~principal~~LLC, ~~amount~~as ofmember, ~~the~~and ~~Class B~~U.S. ~~Asset~~Bank ~~Backed~~Trust ~~Notes by Nissan~~Company, ~~Auto~~National ~~Lease~~Association ~~Trust 2024-B~~ (~~the~~ “~~Class B~~U.S. ~~Notes~~Bank” ~~and~~), ~~together~~as ~~with~~titling ~~the~~company ~~Class A-1 Notes~~registrar, ~~Class A-2a~~as ~~Notes,~~supplemented ~~Class A-2b~~by ~~Notes,~~a ~~Class A~~2024-3B ~~Notes~~Series ~~and~~Supplement ~~Class A-4~~dated ~~Notes,~~as of the Closing Date (the “~~Notes~~2024-B Series Supplement”).

~~This~~Also ~~Current Report~~ on ~~Form 8-K is~~the ~~being~~Closing ~~filed~~Date, inNMAC, ~~connection~~as ~~with~~servicer, ~~the~~NILT ~~issuance~~LLC, ofas ~~the~~member, ~~Notes to~~and ~~satisfy~~Nissan-Infiniti anLT ~~undertaking~~entered tointo ~~file~~a ~~unqualified~~2024-B ~~legality~~Series ~~and~~Servicing ~~tax~~Supplement, ~~opinions~~dated atas ~~the time~~ of ~~each~~the ~~takedown~~Closing ~~from~~Date (the ~~Registration~~“2024-B ~~Statement.~~Series ~~Copies~~Servicing ofSupplement”) and supplementing the ~~legality~~Amended and ~~tax~~Restated ~~opinions~~Servicing Agreement, ~~delivered~~dated byas ~~Mayer~~of ~~Brown LLP~~April 1, ~~counsel~~2021 to (the ~~Nissan~~“Servicing ~~Auto Leasing LLC II~~Agreement”), ~~in connection~~to ~~with~~provide for the ~~issuance~~servicing obligations of the ~~Notes~~2024-B ~~are~~Series ~~attached hereto as Exhibits 5~~Assets.1 ~~and~~In ~~8.1,~~connection ~~respectively~~with ~~and~~the ~~copies~~creation of the ~~legality~~2024-B ~~opinion delivered by Richards~~Series, ~~Layton and Finger, P.A., counsel to~~ Nissan-Infiniti LT issued to NILT LLC, ina ~~connection~~certificate ~~with~~evidencing ~~the~~a ~~issuance of~~100 percent ~~the~~interest ~~Notes~~in isthe ~~attached~~2024-B ~~hereto~~Series as(the “2024-B ~~Exhibit~~Series 5Certificate”).2.

~~ITEM~~On 9the Closing Date, NILT LLC sold the 2024-B Series Certificate to Nissan Auto Leasing LLC II (“NALL II”) pursuant to a Series Certificate Sale Agreement by and between NILT LLC, as transferor, and NALL II, as transferee.~~01.~~ ~~FINANCIAL~~NALL ~~STATEMENTS~~II ~~AND~~further ~~EXHIBITS~~sold the 2024-B Series Certificate to Nissan Auto Lease Trust 2024-B, a Delaware statutory trust (the “Issuing Entity”), pursuant to a Series Certificate Transfer Agreement by and between NALL II, as transferor, and the Issuing Entity, as transferee. The Issuing Entity was created pursuant to a Trust Agreement, dated as of June 10, 2024, as was amended and restated by the Amended and Restated Trust Agreement, dated as of the Closing Date (the “Amended and Restated Trust Agreement”), by and between NALL II, as transferor, and Wilmington Trust, National Association (“WTNA”), as owner trustee (the “Owner Trustee”).

On the Closing Date, the Issuing Entity caused the issuance, pursuant to an Indenture, dated as of the Closing Date (the “Indenture”), by and between the Issuing Entity, as issuer, and U.S. Bank, as indenture trustee (the “Indenture Trustee”), of 126,000,000 aggregate principal amount of the Class A-1 Asset Backed Notes, $220,000,000 aggregate principal amount of the Class A-2a Asset Backed Notes, $253,250,000 aggregate principal amount of the Class A-2b Asset Backed Notes, $473,250,000 aggregate principal amount of the Class A-3 Asset Backed Notes, $68,700,000 aggregate principal amount of the Class A-4 Asset Backed Notes and $58,800,000 aggregate principal amount of the Class B Asset Backed Notes (collectively, the “Notes”). The Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee, entered into that certain Trust Administration Agreement, dated as of the Closing Date (the “Trust Administration Agreement”), relating to the provision by NMAC of certain services relating to the Notes. On the Closing Date, the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer, entered into that certain Asset Representations Review Agreement, dated as of the Closing Date (the “Asset Representations Review Agreement”), relating to the review of certain representations relating to the Leases and the Leased Vehicles.

Also on the Closing Date, the Issuing Entity, NMAC, as the servicer, the Indenture Trustee, as the secured party, and U.S. Bank National Association, as intermediary (the “Securities Intermediary”), entered into that certain Securities Account Control Agreement (the “Securities Account Control Agreement”) pursuant to which the Securities Intermediary will maintain certain accounts.

The Notes, with an aggregate principal balance of $1,200,000,000 were sold to Citigroup Global Markets Inc., as the representative of several underwriters (the “Underwriters”), pursuant to the Underwriting Agreement. The Notes have been registered pursuant to the Securities Act of 1933, as amended, under a Registration Statement on Form SF-3, as amended (Commission File No. 333-258304-01).

Attached as Exhibit 4.1 is the Indenture, as Exhibit 10.1 is the 2024-B Series Supplement, as Exhibit 10.2 is the 2024-B Series Servicing Supplement, as Exhibit 10.3 is the Amended and Restated Trust Agreement for the Issuing Entity, as Exhibit 10.4 is the Trust Administration Agreement, as Exhibit 10.5 is the Series Certificate Transfer Agreement, as Exhibit 10.6 is the Series Certificate Sale Agreement, as Exhibit 10.7 is the Asset Representations Review Agreement and as Exhibit 10.8 is the Securities Account Control Agreement.

ITEM 9.01.

Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

The exhibit number corresponds with Item 601(a) of Regulation S-K.


Exhibit No.		Document Description

4.1		Indenture, dated as of July 24, 2024, by and between the Issuing Entity, as issuer, and U.S. Bank, as Indenture Trustee.

10.1		2024-B Series Supplement, dated as of July 24, 2024, by NILT LLC, as member of the titling company.

10.2		2024-B Series Servicing Supplement, dated as of July 24, 2024, by and among Nissan-Infiniti LT, as titling company, NILT LLC, as member, and NMAC, as servicer.

10.3		Amended and Restated Trust Agreement for the Issuing Entity, dated as of July 24, 2024, by and between NALL II, as transferor, and WTNA, as Owner Trustee.

10.4		Trust Administration Agreement, dated as of July 24, 2024, by and among the Issuing Entity, NMAC, as administrative agent, NALL II, as transferor, and U.S. Bank, as Indenture Trustee.

10.5		Series Certificate Transfer Agreement, dated as of July 24, 2024, by and between NALL II, as transferor, and the Issuing Entity, as transferee.

10.6		Series Certificate Sale Agreement, dated as of July 24, 2024, by and between NILT LLC, as transferor, and NALL II, as transferee.

10.7		Asset Representations Review Agreement, dated as of July 24, 2024, by and among the Issuing Entity, as issuer, NMAC, as sponsor and servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer.

10.8		Securities Account Control Agreement, to be dated as of July 24, 2024, by and among the Issuing Entity, NMAC, as servicer, U.S. Bank, as Indenture Trustee, and U.S. Bank National Association, as Securities Intermediary.

Exhibit No.		Description
Exhibit 5.1		Opinion of Mayer Brown LLP, dated as of July 19, 2024, as to legality matters
Exhibit 5.2		Opinion of Richards, Layton and Finger, P.A., dated as of July 19, 2024, as to legality matters
Exhibit 8.1		Opinion of Mayer Brown LLP, dated as of July 19, 2024, as to certain tax matters

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 19, 2024

NISSAN AUTO LEASING LLC II

Date: July 25, 2024

NISSAN AUTO LEASING LLC II

/s/ Douglas E. Gwin, Jr.

Douglas E. Gwin, Jr.

Assistant Treasurer

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