SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13G

(RULE 13d - 102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)

(Amendment No. 1)*

FTAI Infrastructure Inc.

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(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)

[x]            Rule 13d-1(c)

[ ]            Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Qena Capital Partners Offshore Master Fund, LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a)    [x]
	(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
6.	SHARED VOTING POWER
	2,057,644
7.	SOLE DISPOSITIVE POWER
	0
8.	SHARED DISPOSITIVE POWER
	2,057,644
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,057,644
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES    [ ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2%
12.	TYPE OF REPORTING PERSON
	PN

FTAI Infrastructure Inc. (“Issuer”)

1345 Avenue of the Americas, 45^th Floor

New York, NY 10105

        (b) Address of Principal Business Office or, if None, Residence:

        (c) Citizenship:

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”)

Citizenship: Cayman Islands

Qena Capital Partners Offshore Master Fund, LP (“Qena Master Fund”)

Citizenship: Cayman Islands

LCG Holdings, LLC (“LCG Holdings”)

Citizenship: Delaware

Luxor Capital Group, LP (“Luxor Capital Group”)

Citizenship: Delaware

Luxor Management, LLC (“Luxor Management”)

Citizenship: Delaware

Christian Leone (“Mr. Leone”)

Citizenship: United States

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.

Item 2(d).

Title of Class of Securities:

Item 2(e).

CUSIP Number:

As of the close of business on September 30, 2024:

(i)	Thebes Master Fund beneficially owned 3,882,840 Common Shares;

(ii)	Qena Master Fund beneficially owned 2,057,644 Common Shares;

(iii)

LCG Holdings, as the general partner of Thebes Master Fund and Qena Master Fund, may be deemed to have beneficially owned 5,940,484 Common Shares beneficially owned by Thebes Master Fund and Qena Master Fund;

(iv)	Luxor Capital Group, as the investment manager of Thebes Master Fund and Qena Master Fund, may be deemed to have beneficially owned the 5,940,484 Common Shares beneficially owned by Thebes Master Fund and Qena Master Fund;

(v)	Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 5,940,484 Common Shares beneficially owned by Luxor Capital Group; and

(vi)	Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 5,940,484 Common Shares beneficially owned by Luxor Management.

As of the close of business on September 30, 2024, the Reporting Persons may be deemed to have beneficially owned 5,940,484 shares of the Issuer’s Common Shares or 5.7% of the Issuer’s Common Shares outstanding, which percentage was calculated based on 105,043,614 of the Issuer’s Common Shares outstanding as of July 31, 2024, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 2, 2024. Specifically, as of the close of business on September 30, 2024, 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.

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Not applicable.

Not applicable.

See Exhibit A.

Not applicable.

By signing below each of the undersigned certifies that, to the best of his or its 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.

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: November 14, 2024

EXHIBIT B

POWER OF ATTORNEY

The undersigned hereby makes, constitutes and appoints each of Norris Nissim, Adam Miller and Virgil Alagon as the undersigned’s true and lawful authorized representative, attorney-in-fact and agent, each with the power individually to execute for and on behalf of the undersigned and to file with and deliver to the United States Securities and Exchange Commission and any other authority or party required or entitled to receive the same: (a) any Forms 3, 4 and 5, and any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and the rules promulgated thereunder; and (b) any Schedule 13D or Schedule 13G, and any amendments thereto, on behalf of the undersigned in accordance with Section 13 of the 1934 Act and the rules promulgated thereunder.

The undersigned also hereby grants to each such attorney-in-fact the full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 16 or Section 13 of the 1934 Act or any other provision of the 1934 Act or the rules promulgated thereunder.

This Power of Attorney shall remain in full force and effect until earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of November 6, 2017.

/s/ Christian Leone

ACKNOWLEDGEMENT IN NEW YORK STATE

On November 6, 2017 before me, the undersigned personally appeared, Christian Leone, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Commission Expires: September 18, 2021