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CORRESP Filing

FTAI Infrastructure Inc.
Date: May 23, 2025 · CIK: 0001899883 · Accession: 0001140361-25-020357

Offering / Registration Process

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File numbers found in text: 333-287375

Date
May 23, 2025
Author
Kenneth J. Nicholson
Form
CORRESP
Company
FTAI Infrastructure Inc.

Letter

Re:

FTAI INFRASTRUCTURE INC. 1345 Avenue of the Americas, 45 th Floor New York, NY 10105

May 23, 2025

VIA EDGAR AND EMAIL

Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549

Attn:

Anuja Majmudar

FTAI Infrastructure Inc.

Registration Statement on Form S-3 (File No. 333-287375)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

We refer to the registration statement on Form S-3 (File No. 333-287375) (the “ Registration Statement ”), of FTAI Infrastructure Inc. (the “ Company ”).

In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become effective at 4:00 p.m. (Eastern time) on Wednesday, May 28, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Please call Michael J. Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3694, to confirm the effectiveness of the Registration Statement.

Very truly yours,
FTAI Infrastructure Inc.

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CORRESP
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 filename1.htm

 FTAI INFRASTRUCTURE INC.
 1345 Avenue of the Americas, 45 th Floor
 New York, NY 10105

 May 23, 2025

 VIA EDGAR AND EMAIL

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street NE
 Washington, D.C. 20549

 Attn:

 Anuja Majmudar

 Re:

 FTAI Infrastructure Inc.

 Registration Statement on Form S-3 (File No. 333-287375)

 Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 We refer to the registration statement on Form S-3 (File No. 333-287375) (the “ Registration Statement ”), of FTAI Infrastructure Inc. (the “ Company ”).

 In accordance with Rules 460 and 461 under the Securities Act of 1933, as amended, the Company hereby respectfully requests that the effectiveness of the Registration Statement be accelerated so that it may become
 effective at 4:00 p.m. (Eastern time) on Wednesday, May 28, 2025, or at such later time as the Company or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

 Please call Michael J. Schwartz of Skadden, Arps, Slate, Meagher & Flom LLP, at (212) 735-3694, to confirm the effectiveness of the Registration Statement.

 Very truly yours,

 FTAI Infrastructure Inc.

 By:

 /s/ Kenneth J. Nicholson

 Name:

 Kenneth J. Nicholson

 Title:

 Chief Executive Officer and President

 (Principal Executive Officer)