FTAI-B Fortress Transportation and Infrastructure Investors LLC

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FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC

(Exact name of registrant as specified in its charter)

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Delaware	001-37386	32-0434238
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common shares, $0.01 par value per share	FTAI	The Nasdaq Global Select Market
8.25% Fixed-to-Floating Rate Series A Cumulative Perpetual Redeemable Preferred Shares	FTAIP	The Nasdaq Global Select Market
8.00% Fixed-to-Floating Rate Series B Cumulative Perpetual Redeemable Preferred Shares	FTAIO	The Nasdaq Global Select Market
8.25% Fixed-Rate Reset Series C Cumulative Perpetual Redeemable Preferred Shares	FTAIN	The Nasdaq Global Select Market

ITEM 8.01.

Other Events.

On October 4, 2022, Fortress Transportation and Infrastructure Investors LLC, a Delaware limited liability company (“FTAI” or the “Company”), issued a press release announcing that its board of directors has set November 9, 2022 at 8:00 a.m., Eastern Time, as the date for its special meeting of shareholders to, among other things, consider and vote on a proposal to adopt the previously announced merger agreement, dated August 12, 2022, by FTAI, FTAI Finance Holdco Ltd., which following the completion of the merger will be named FTAI Aviation Ltd., and FTAI Aviation Merger Sub LLC. Only shareholders of record at the close of business on October 6, 2022 will be entitled to be present and vote at the meeting. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein in its entirety by reference.

ITEM 9.01.

Exhibits.

(d)

Exhibits

Exhibit No.	Description
99.1	Press Release, dated October 4, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Dated: October 4, 2022
		FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC
		/s/ Joseph P. Adams, Jr.
		Joseph P. Adams, Jr.
		Chief Executive Officer

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