Macquarie Infrastructure Fund Sells $2.05M Unregistered Units

What Happened

• Macquarie Infrastructure Fund, L.P. filed an 8-K disclosing that on August 3, 2026 it sold unregistered limited partnership units for aggregate consideration of approximately $2,050,000. The Fund finalized the number of Units sold (Class I: 70,624.88) on August 28, 2026 after calculating its transactional net asset value (Transactional NAV) as of July 31, 2026.
• The sale was part of the Fund’s continuous private offering to investors who are both accredited investors and qualified purchasers and was made under exemptions to registration (Section 4(a)(2) and Regulation D). Units were sold to third‑party investors as part of the broader MIF Program.

Key Details

• Units sold by the Fund: Class I — 70,624.88 units; Class E — none reported; total consideration ≈ $2,050,000.
• Final unit count determined Aug 28, 2026 based on Transactional NAV as of July 31, 2026.
• Offering eligibility/exemption: accredited investors (Reg D) and qualified purchasers (Investment Company Act); sale exempt from Securities Act registration (Section 4(a)(2), Reg D).
• MIF Program activity: on Aug 3, 2026 the MIF Program (including the Fund) issued interests for aggregate consideration of ≈ $119.7 million; from Oct 31, 2025 through Aug 3, 2026 the Program raised ≈ $984.2 million in total cash consideration.

Why It Matters

• This 8‑K notifies investors of a private issuance and the specific amount and unit count sold, finalized after the Fund’s Transactional NAV calculation.
• The disclosure confirms the sale was to third‑party accredited/qualified investors under private‑offering exemptions and situates the Fund’s sale within substantial ongoing fundraising by the MIF Program (aggregate figures provided), which may be relevant for holders tracking issuance activity and capital flows into the Fund.