UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 2, 2025
Stonepeak-Plus Infrastructure Fund LP
(Exact Name of Registrant as Specified in Charter)
| Delaware
(State or Other Jurisdiction of
Incorporation)
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000-56711
(Commission
File Number)
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33-1582934
(IRS Employer
Identification No.)
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| 55 Hudson Yards
550 W 34th Street, 48th Floor
New York, New York
(Address of Principal Executive Offices)
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10001
(Zip Code)
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(212) 907-5100
Registrant’s telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Name of each exchange
on which registered
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None
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None
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None
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 1.01. |
Entry into a Material Definitive Agreement.
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On May 2, 2025, Stonepeak-Plus Infrastructure Fund LP (the “Fund”), entered into an Investment Advisory Agreement (the “Investment Advisory Agreement”)
with Stonepeak-Plus Infrastructure Fund Advisors LLC (the “Investment Advisor”).
A description of the Investment Advisory Agreement was included under “
Item 1. Business – Investment Advisory Agreement”
of
Amendment No. 1 to the Fund’s Registration Statement on Form 10, filed with the Securities and Exchange Commission on January 31, 2025 (the
“Form 10”) and is incorporated by reference herein. Such summary description of the Investment Advisory Agreement does not purport to be complete and is qualified in its entirety by reference to the Investment Advisory Agreement, a copy of which is
filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
| Item 3.02. |
Unregistered Sales of Equity Securities.
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On May 2, 2025, the Fund sold 130,000 unregistered Class X limited partnership units of the Fund (the “Class X Units”), at a price per Class X Unit of $25.00, for aggregate
consideration of $3,250,000.
The offer and sale of the Class X Units were made as part of the Fund’s continuous private offering and were exempt from the registration provisions of the Securities Act
of 1933, as amended, pursuant to Section 4(a)(2) and Regulation D thereunder. Class X Units were sold to operating partners of the Investment Advisor’s affiliates.
| Item 5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year.
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On May 2, 2025, the Fund entered into an Amended and Restated Limited Partnership Agreement
(the “Fund LPA”) with Stonepeak-Plus Infrastructure Fund Associates LP, the Fund’s general partner, and each of the Fund’s limited partners.
The Fund LPA amended and restated the Fund’s initial Limited Partnership Agreement, dated as of April 29, 2024. A description of the Fund LPA was included under “Part I, Item 1.
Business—(c) Description of Business—Fund LPA” of the Form 10 and is incorporated by reference herein.
The foregoing summary description of the Fund LPA does not purport to be complete and is qualified in its entirety by reference to the Fund LPA, a copy
of which is included as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
No.
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Description
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Amended and Restated Limited Partnership Agreement of Stonepeak-Plus Infrastructure Fund LP, dated as of May 2, 2025
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Investment Advisory Agreement, dated as of May 2, 2025, between Stonepeak-Plus Infrastructure Fund LP and Stonepeak-Plus Infrastructure Fund Advisors LLC
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104
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Cover Page Interactive Data File, formatted in Inline XBRL
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Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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STONEPEAK-PLUS INFRASTRUCTURE FUND LP
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By:
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/s/ Cyrus Gentry
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Name:
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Cyrus Gentry
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Title:
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Chief Executive Officer
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Date: May 8, 2025
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