SCHEDULE 13G/A 0001013594-24-000221 0001316580 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share (the "Common Shares") 03/31/2025 0001899883 FTAI Infrastructure Inc. 35953C106 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 Rule 13d-1(c) Luxor Capital Group, LP a DE 0 9450877 0 9450877 9450877 N 8.3 PN Thebes Offshore Master Fund, LP a E9 0 6688364 0 6688364 6688364 N 5.9 PN Qena Capital Partners Offshore Master Fund, LP a E9 0 2751851 0 2751851 2751851 N 2.4 PN 17th Street Capital Master Fund, LP a E9 0 10662 0 10662 10662 N 0 PN LCG HOLDINGS LLC a DE 0 9440215 0 9440215 9440215 N 8.3 OO 17th Street Capital, GP LLC a DE 0 10662 0 10662 10662 N 0 OO Luxor Management, LLC a DE 0 9450877 0 9450877 9450877 N 8.3 OO Christian Leone a X1 0 9450877 0 9450877 9450877 N 8.3 IN FTAI Infrastructure Inc. 1345 AVENUE OF THE AMERICAS, NEW YORK, New York, 10105 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") 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. 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. Y 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. 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. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. See Cover Pages Items 5-9. Y Y Y N See Exhibit A. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Power of Attorney Luxor Capital Group, LP /s/ Norris Nissim 05/15/2025 Thebes Offshore Master Fund, LP /s/ Norris Nissim 05/15/2025 Qena Capital Partners Offshore Master Fund, LP /s/ Norris Nissim 05/15/2025 17th Street Capital Master Fund, LP /s/ Norris Nissim 05/15/2025 LCG HOLDINGS LLC /s/ Norris Nissim 05/15/2025 17th Street Capital, GP LLC /s/ Norris Nissim 05/15/2025 Luxor Management, LLC /s/ Norris Nissim 05/15/2025 Christian Leone /s/ Norris Nissim 05/15/2025