S-3ASR 1 ny20060134x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on March 16, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FTAI INFRASTRUCTURE INC.

(Exact name of registrant as specified in its charter)


Delaware			87-4407005
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

1345 Avenue of the Americas, 45^th Floor

New York, New York 10105

(212) 798-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kevin Krieger, Esq.

c/o Fortress Investment Group LLC

1345 Avenue of the Americas, 45^th Floor

New York, New York 10105

(212) 798-6100

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Michael J. Schwartz, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

(212) 735-3000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.


ABOUT THIS PROSPECTUS			1
WHERE YOU CAN FIND MORE INFORMATION			1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			2
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			3
FTAI INFRASTRUCTURE INC.			5
RISK FACTORS			7
USE OF PROCEEDS			8
DESCRIPTION OF DEBT SECURITIES			9
DESCRIPTION OF CAPITAL STOCK			11
DESCRIPTION OF DEPOSITARY SHARES			16
DESCRIPTION OF WARRANTS			18
DESCRIPTION OF SUBSCRIPTION RIGHTS			19
DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS			20
SELLING STOCKHOLDERS			21
U.S. FEDERAL INCOME TAX CONSIDERATIONS			22
CERTAIN ERISA AND BENEFIT PLAN CONSIDERATIONS			25
PLAN OF DISTRIBUTION			27
LEGAL MATTERS			31
EXPERTS			32
INDEPENDENT AUDITORS			32


Securities and Exchange Commission Registration Fee			$ *
Trustee Fees and Expenses			$
Transfer Agent Fees and Expenses			$
Printing and Engraving Fees and Expenses			$
Accounting Fees and Expenses			$
Legal Fees			$
Total			$**


EXHIBIT NO.			EXHIBIT
1.1*			Form of Underwriting Agreement for common stock, preferred stock, warrants or debt securities.
3.1			Amended and Restated Certificate of Incorporation of FTAI Infrastructure Inc (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on August 1, 2022).
3.2			Amended and Restated Bylaws of FTAI Infrastructure Inc. (incorporated by reference to Exhibit 3.3 of the Company’s Current Report on Form 8-K, filed on August 1, 2022).
3.3			Certificate of Designations of Series B Convertible Junior Preferred Stock of FTAI Infrastructure Inc., dated as of February 26, 2025 (incorporated by reference to Exhibit 3.2 of the Company’s Current Report on Form 8-K, filed on February 27, 2025).
4.1			Form of Debt Securities Indenture (including form of Debt Security) (incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-3, filed on November 22, 2022 (File No. 333-268508)).
4.2*			Form of any Preferred Stock Certificate.
4.3*			Form of Debt Warrant Agreement.
4.4*			Form of Debt Warrant Certificate.
4.5*			Form of Stock Warrant Agreement.
4.6*			Form of Stock Warrant Certificate.
4.7*			Form of Deposit Agreement.
4.8*			Form of Depositary Receipt.
4.9*			Form of Purchase Contract.
4.10*			Form of Purchase Unit.
5.1			Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
23.1			Consent of Ernst & Young LLP, independent registered public accounting firm.
23.3			Consent of Bowers & Company, independent auditors.
23.4			Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24.1			Powers of Attorney (included on the signature pages hereto).
25.1**			Statement of Eligibility on Form T-1 of the Trustee under the Indenture pursuant to the Trust Indenture Act of 1939, as amended.
107			Filing Fee Table.


FTAI INFRASTRUCTURE INC.

By:	/s/ Kenneth J. Nicholson
	Name:	Kenneth J. Nicholson
	Title:	Chief Executive Officer and President


Signature	Title	Date

/s/ Kenneth J. Nicholson	Chief Executive Officer and President (Principal Executive Officer)	March 16, 2026
Kenneth J. Nicholson		March 16, 2026

/s/ Carl Russell (“Buck”) Fletcher IV	Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer)	March 16, 2026
Carl Russell (“Buck”) Fletcher IV		March 16, 2026

/s/ Joseph P. Adams, Jr.	Chairman of the Board	March 16, 2026
Joseph P. Adams, Jr.	Chairman of the Board	March 16, 2026

/s/ James L. Hamilton	Director	March 16, 2026
James L. Hamilton	Director	March 16, 2026

/s/ Judith A. Hannaway	Director	March 16, 2026
Judith A. Hannaway	Director	March 16, 2026

/s/ Ray M. Robinson	Director	March 16, 2026
Ray M. Robinson	Director	March 16, 2026

/s/ Matthew Rinklin	Director	March 16, 2026
Matthew Rinklin	Director	March 16, 2026

SEC Form S-3ASR filed by FTAI Infrastructure Inc.