[SCHEDULE 13G/A] FTAI Infrastructure Inc. SEC Filing

Rhea-AI Filing Summary

Luxor-affiliated funds report a 5.8% stake in FTAI Infrastructure Inc. Thebes Offshore Master Fund and Qena Capital Partners Offshore Master Fund together beneficially own 6,629,575 common shares of FTAI Infrastructure, representing 5.8% of the 115,087,817 shares outstanding as of June 30, 2025. Ownership is reported across multiple related entities—LCG Holdings, Luxor Capital Group, Luxor Management and Christian Leone—each of which may be deemed to beneficially own the same 6,629,575 shares due to their roles as general partner, investment manager or managing member. The filing is a joint Schedule 13G disclosure and identifies shared voting and dispositive power for the reported shares.

Positive

• Transparent joint disclosure of beneficial ownership across Luxor-affiliated entities
• Material threshold met and reported: 6,629,575 shares representing 5.8% of class
• Clear attribution of shared voting and dispositive power among identified entities

Negative

• Concentration above 5% (5.8%) creates a notable passive stake in the issuer

Insights

Financial Analyst

TL;DR: Luxor-related entities disclosed a combined 5.8% beneficial stake in FTAI Infrastructure, a material passive holding that warrants monitoring.

The Schedule 13G shows Thebes and Qena Master Funds collectively hold 6,629,575 common shares, equal to 5.8% of the company's outstanding stock based on 115,087,817 shares. The filing attributes shared voting and dispositive power to multiple Luxor-affiliated entities and an individual, reflecting typical fund/manager attribution rather than a single-party takeover. For investors, this is a clear, compliant disclosure of a >5% passive position; it does not, on its face, indicate an active control intent or transaction activity beyond the reported holdings.

Corporate Governance Expert

TL;DR: The joint filing transparently reports cross-entity beneficial ownership and associated voting/dispositive power.

The submission identifies the reporting persons and their organizational jurisdictions, and attaches a joint filing agreement and power of attorney exhibits. It documents that LCG Holdings, Luxor Capital Group, Luxor Management and Christian Leone may be deemed to beneficially own the 6,629,575 shares through their relationships with the Thebes and Qena Master Funds. This structure and the Schedule 13G format are consistent with passive investor disclosure requirements; the disclosure clarifies attribution and governance relationships without asserting control intentions.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

FTAI Infrastructure Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

35953C106

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 35953C106

1

Names of Reporting Persons

Luxor Capital Group, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,629,575.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,629,575.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,629,575.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 35953C106

1

Names of Reporting Persons

Thebes Offshore Master Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 4,410,446.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 4,410,446.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

4,410,446.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

3.8 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 35953C106

1

Names of Reporting Persons

Qena Capital Partners Offshore Master Fund, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 2,219,129.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,219,129.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,219,129.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

1.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 35953C106

1

Names of Reporting Persons

LCG HOLDINGS LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,629,575.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,629,575.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,629,575.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 35953C106

1

Names of Reporting Persons

Luxor Management, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,629,575.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,629,575.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,629,575.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

CUSIP No. 35953C106

1

Names of Reporting Persons

Christian Leone

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 6,629,575.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,629,575.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,629,575.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.8 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

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") LCG Holdings, LLC ("LCG Holdings") 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, and Mr. Leone is 7 Times Square, 43rd Floor, New York, New York 10036. The principal business address of each of Thebes Master Fund and Qena 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 and Qena Master Fund is organized under the laws of the Cayman Islands. Each of LCG Holdings, 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
(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);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of the close of business on June 30, 2025: (i) Thebes Master Fund beneficially owned 4,410,446 Common Shares; (ii) Qena Master Fund beneficially owned 2,219,129 Common Shares; (iii) LCG Holdings, as the general partner of Thebes Master Fund and Qena Master Fund, may be deemed to have beneficially owned the 6,629,575 Common Shares beneficially owned by Thebes Master Fund and Qena Master Fund; (iii) Luxor Capital Group, as the investment manager of Thebes Master Fund and Qena Master Fund, may be deemed to have beneficially owned the 6,629,575 Common Shares beneficially owned by Thebes Master Fund and Qena Master Fund; (iv) Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 6,629,575 Common Shares beneficially owned by Luxor Capital Group; and (v) Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 6,629,575 Common Shares beneficially owned by Luxor Management.
(b)	Percent of class: As of the close of business on June 30, 2025, the Reporting Persons may be deemed to have beneficially owned 6,629,575 of the Issuer's Common Shares or 5.8% of the Issuer's Common Shares outstanding, which percentage was calculated based on 115,087,817 of the Issuer's Common Shares outstanding as of June 30, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. Specifically, as of the close of business on June 30, 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:
	(i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9.
	(ii) Shared power to vote or to direct the vote: See Cover Pages Items 5-9.
	(iii) Sole power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
	(iv) Shared power to dispose or to direct the disposition of: See Cover Pages Items 5-9.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	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.
	Not Applicable

Item 10.

Certifications:

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.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Luxor Capital Group, LP

Signature:	/s/ Norris Nissim
Name/Title:	Norris Nissim, General Counsel of Luxor Management, LLC, the General Partner of Luxor Capital Group, LP
Date:	08/14/2025

Thebes Offshore Master Fund, LP

Signature:	/s/ Norris Nissim
Name/Title:	Norris Nissim, General Counsel of LCG Holdings, LLC, the General Partner of Thebes Offshore Master Fund, LP
Date:	08/14/2025

Qena Capital Partners Offshore Master Fund, LP

Signature:	/s/ Norris Nissim
Name/Title:	Norris Nissim, General Counsel of LCG Holdings, LLC, the General Partner Of QENA CAPITAL PARTNERS OFFSHORE MASTER FUND, LP
Date:	08/14/2025

LCG HOLDINGS LLC

Signature:	/s/ Norris Nissim
Name/Title:	Norris Nissim, General Counsel
Date:	08/14/2025

Luxor Management, LLC

Signature:	/s/ Norris Nissim
Name/Title:	Norris Nissim, General Counsel
Date:	08/14/2025

Christian Leone

Signature:	/s/ Norris Nissim
Name/Title:	NORRIS NISSIM, as Agent for Christian Leone
Date:	08/14/2025

Comments accompanying signature: Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Power of Attorney

FAQ

How many FTAI Infrastructure (FIP) shares do Luxor-affiliated funds report owning?

Thebes Offshore Master Fund and Qena Capital Partners Offshore Master Fund report a combined 6,629,575 shares beneficially owned.

What percentage of FTAI Infrastructure does the reported stake represent?

The combined holding represents 5.8% of the issuer's 115,087,817 shares outstanding as of June 30, 2025.

Which entities are named as reporting persons on the Schedule 13G/A?

The filing lists Thebes Offshore Master Fund, Qena Capital Partners Offshore Master Fund, LCG Holdings, Luxor Capital Group, Luxor Management and Christian Leone.

Does the filing indicate sole voting or dispositive power over the shares?

No sole power is reported; the cover pages show 0 sole voting/dispositive power and 6,629,575 in shared voting and shared dispositive power.

Was this disclosure filed as a Schedule 13G/A and does it include supporting exhibits?

Yes; the submission is a joint Schedule 13G/A and references Exhibit 99.1 (Joint Filing Agreement) and Exhibit 99.2 (Power of Attorney).