| Item 1. | |
| (a) | Name of issuer:
FTAI Infrastructure Inc. |
| (b) | Address of issuer's principal executive offices:
1345 AVENUE OF THE AMERICAS, NEW YORK, New York, 10105 |
| Item 2. | |
| (a) | Name of person filing:
The names and citizenships of the persons filing this statement on Schedule 13G are (collectively, the "Reporting Persons"):
Thebes Offshore Master Fund, LP ("Thebes Master Fund")
Qena Capital Partners Offshore Master Fund, LP ("Qena Master Fund")
17th Street Capital Master Fund, LP ("17th Street Master Fund")
LCG Holdings, LLC ("LCG Holdings")
17th Street Capital GP, LLC ("17th Street GP")
Luxor Capital Group, LP ("Luxor Capital Group")
Luxor Management, LLC ("Luxor Management")
Christian Leone ("Mr. Leone") |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of Luxor Capital Group, Luxor Management, LCG Holdings, 17th Street GP and Mr. Leone is 7 Times Square, 43rd Floor, New York, New York 10036.
The principal business address of each of Thebes Master Fund, Qena Master Fund and 17th Street Master Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. |
| (c) | Citizenship:
Each of Thebes Master Fund, Qena Master Fund and 17th Street Master Fund is organized under the laws of the Cayman Islands. Each of LCG Holdings, 17th Street GP, Luxor Capital Group and Luxor Management is organized under the laws of the State of Delaware. Mr. Leone is a citizen of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share (the "Common Shares") |
| (e) | CUSIP No.:
35953C106 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership |
| (a) | Amount beneficially owned:
As of the close of business on March 31, 2025:
(i) Thebes Master Fund beneficially owned 6,688,364 Common Shares;
(ii) Qena Master Fund beneficially owned 2,751,851 Common Shares;
(iii) 17th Street Master Fund beneficially owned 10,662 Common Shares;
(iv) LCG Holdings, as the general partner of Thebes Master Fund and Qena Master Fund, may be deemed to have beneficially owned 9,440,215 Common Shares beneficially owned by Thebes Master Fund and Qena Master Fund;
(v) 17th Street GP, as the general partner of 17th Street Master Fund, may be deemed to have beneficially owned 10,662 Common Shares beneficially owned by 17th Street Master Fund;
(vi) Luxor Capital Group, as the investment manager of Thebes Master Fund, Qena Master Fund and 17th Street Master Fund, may be deemed to have beneficially owned the 9,450,877 Common Shares beneficially owned by Thebes Master Fund, Qena Master Fund and 17th Street Master Fund;
(vii) Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 9,450,877 Common Shares beneficially owned by Luxor Capital Group; and
(viii) Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 9,450,877 Common Shares beneficially owned by Luxor Management. |
| (b) | Percent of class:
As of the close of business on March 31, 2025, the Reporting Persons may be deemed to have beneficially owned 9,450,877 shares of the Issuer's Common Shares or 8.3% of the Issuer's Common Shares outstanding, which percentage was calculated based on 113,941,865 of the Issuer's Common Shares outstanding as of March 10, 2025, as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on March 13, 2025. Specifically, as of the close of business on March 31, 2025, each Reporting Person beneficially owned such percentage as reflected in Item 11 of the applicable Cover Page hereto. |
| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit A. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)