AltStreet
SEC filing record
Primary Source · SEC.gov

Fengate Infrastructure Fund V (USQ) L.P.

Fund Vehicle2026 vintage506(c), 3(c)(1)
Latest signalNew Form D filerForm D · 2025-11-13Last filing 2025-11-13

Raised

$69M

Investors

3

Min Invest

None stated

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AltStreet Analysis

·

Generated from EDGAR primary sources

Fengate Infrastructure Fund V (USQ) L.P. is a Canadian (Ontario)-domiciled pooled investment fund, with Fengate Fund V GP (International) Inc. as general partner, reporting $68.5M raised from 3 investors as of this amended Form D filing. The filing claims both 506(c) and 3(c)(1) exemptions and does not disclose a minimum investment or first sale date; no parent platform or related entities were identified in available records.

This is an institutional infrastructure fund vehicle raising under combined 506(c)/3(c)(1) exemptions, a pattern common among private funds seeking general solicitation flexibility while capping investor count under the Investment Company Act exclusion. With only 3 investors contributing $68.5M, the average check size (~$22.8M) is well above typical minimums seen in retail-accessible alternative investment offerings, consistent with an institutional or anchor-investor-driven raise.

Data Flags

exemptionFiling claims both 506(c) and 3(c)(1) exemptions simultaneously — appears to be a standard platform filing convention rather than an entity-specific anomaly.
totalInvestorsOnly 3 investors account for the full $68.5M raised, implying an average check size of ~$22.8M — indicative of a concentrated, institutional-anchor-driven raise rather than broad distribution.
stateOfIncorporationEntity is domiciled in Ontario, Canada while filing a U.S. Form D, indicating a cross-border fund structure.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002093361
Entity NameFengate Infrastructure Fund V (USQ) L.P.
ExemptionRule 506(c), Section 3(c), Section 3(c)(1), Section 3(c)(7)
What the exemption meansRule 506(c) of Regulation D: the issuer may advertise the offering publicly, but every purchaser must be a verified accredited investor. Section 3(c) of the Investment Company Act of 1940: the issuer is a pooled investment vehicle relying on an exclusion from registration as an investment company. Section 3(c)(1) of the Investment Company Act: the fund is excluded from investment-company registration because it has no more than 100 beneficial owners. Section 3(c)(7) of the Investment Company Act: the fund is excluded from investment-company registration because every investor is a qualified purchaser, generally an individual with at least $5 million in investments or an institution with at least $25 million.
Entity TypeLimited Partnership
Jurisdiction of OrganizationOntario, Canada
Issuer Address2275 Upper Middle Road East, Suite 700, Oakville, L6H 0C3
Phone(905) 491-6599
Industry / Fund TypePooled Investment Fund · Other Investment Fund
Investment Company ActExcluded under Section 3(c)(1) (100 beneficial owners or fewer) and Section 3(c)(7) (qualified purchasers only) (both boxes checked on the filing)
Securities TypePooled Investment Fund
First Sale DateNot yet occurred (as filed)
Filing DateNovember 12, 2026
Accession Number0002093361-26-000001
Total Offering AmountIndefinite
Total Amount Sold$68,500,000
Total Investors3
Non-Accredited InvestorsNone
Minimum Investment$0 (no stated minimum)
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Net Asset Value RangeDecline to Disclose
State (Issuer Address)A6
Amendment CountOriginal filing only

Filings on Record

Every filing AltStreet's ledger holds for this CIK, newest first. Each opens the SEC archive folder.

DNovember 13, 2025

In the Terminal

Filing events

1

latest Nov 13, 2025

Critical / warning

0 / 0

0 watch · 1 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

pre_sale

Latest event New filer · Nov 13, 2025

SEC.gov
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Fund family Part of the Fengate Infrastructure Fund family: 3 vehicles across 1 generation · adviser of record Fengate · full family and the filing behind each link in the terminal

Investor

  • The full fund family and any related vehicles (parallel, feeder, successor, sibling series) with the filing that shows each link
  • 1 filing event with values and deltas, latest 2025-11-13, and alerts on the next one
  • 1 offering timeline: velocity, share raised, first-sale lag, stalled flags

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Related Persons (Form D)

Executive officers, directors, and promoters listed on the SEC Form D filing. Source: SEC.gov.

(none) Fengate Fund V GP (International) Inc.

Executive Officer · Oakville, A6

Gregory Calhoun

Executive Officer · Houston, TX

Lou Serafini Jr.

Executive Officer · Oakville, A6

George Theodoropoulos

Executive Officer · Oakville, A6

Questions About Fengate Infrastructure Fund V (USQ) L.P.

Each answer is built from the values on the SEC filing and the AltStreet ledger, not from the issuer's marketing.

What is Fengate Infrastructure Fund V (USQ) L.P.?

Fengate Infrastructure Fund V (USQ) L.P. is a Ontario, Canada limited partnership that filed a Form D with the SEC on November 13, 2025 as a other investment fund. The filing claims Rule 506(c), Section 3(c), Section 3(c)(1), Section 3(c)(7) for an offering of pooled investment fund interests.

Is Fengate Infrastructure Fund V (USQ) L.P. legit?

AltStreet does not rate legitimacy; it reports the public record. Fengate Infrastructure Fund V (USQ) L.P. filed a Form D with the SEC on November 13, 2025 claiming Rule 506(c), Section 3(c), Section 3(c)(1), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. No sales had been reported as of that notice. AltStreet's enforcement record (SEC, FINRA and state actions) shows no action naming the issuer as of today. Before investing, confirm the filing on EDGAR, check the seller's registration on FINRA BrokerCheck, and read the offering documents, which a Form D does not include.

Is Fengate Infrastructure Fund V (USQ) L.P. registered with or approved by the SEC?

No. A Form D is a notice that an issuer is selling securities under an exemption from registration, and the SEC does not review, approve, or pass on the merits of the offering. The filing shows that Fengate Infrastructure Fund V (USQ) L.P. claimed Rule 506(c), Section 3(c), Section 3(c)(1), Section 3(c)(7) and disclosed the items the form requires, such as the amount sold, the minimum investment, related persons, and anyone paid to sell the securities. It does not verify the issuer's claims or its business.

How much has Fengate Infrastructure Fund V (USQ) L.P. raised?

Fengate Infrastructure Fund V (USQ) L.P. reported that the first sale had not yet occurred as of the Form D filed November 13, 2025, so no amount sold or investor count is on file. The total offering amount is listed as indefinite.

Who can invest in Fengate Infrastructure Fund V (USQ) L.P.?

The offering relies on Rule 506(c), so the issuer may advertise it but may sell only to investors it has verified as accredited. The filing checks both Section 3(c)(1), which caps the fund at 100 beneficial owners, and Section 3(c)(7), which requires every investor to be a qualified purchaser, generally an individual with at least $5 million in investments. A fund normally relies on one or the other. The filing reports no non-accredited investors. The filing lists the minimum investment as $0, meaning no minimum was stated.

What is the minimum investment in Fengate Infrastructure Fund V (USQ) L.P.?

The Form D lists the minimum investment as $0, which means the issuer did not state a minimum on the form. The offering documents, not the Form D, set the actual subscription terms.

Who is selling Fengate Infrastructure Fund V (USQ) L.P. and how are they paid?

The Form D names no recipient of sales compensation, which usually means the issuer or its affiliates are placing the securities directly. Sales commissions are reported as $0 and finders' fees as $0. Form D allows these to be estimates.

Who is behind Fengate Infrastructure Fund V (USQ) L.P.?

The Form D lists 4 related persons: (none) Fengate Fund V GP (International) Inc., executive officer (General Partner of the Issuer); Gregory Calhoun, executive officer; Lou Serafini Jr., executive officer; George Theodoropoulos, executive officer. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is Fengate Infrastructure Fund V (USQ) L.P. located?

The issuer's address on its SEC filings is 2275 Upper Middle Road East, Suite 700, Oakville, L6H 0C3. Its phone number of record is 905-491-6599. It is organized under the laws of Ontario, Canada.

How long is the Fengate Infrastructure Fund V (USQ) L.P. offering open?

The issuer indicated that the offering is not intended to last more than one year. An issuer must amend its Form D annually while a continuing offering stays open, and no amendment is on record yet.

How large is Fengate Infrastructure Fund V (USQ) L.P.?

The issuer declined to disclose its net asset value range on the Form D, which the form permits.

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Data Methodology

Capital raise figures, investor counts, and filing dates are sourced directly from SEC EDGAR Form D primary documents via the SEC EDGAR submissions API and full-text search index. EDGAR entity profiles and deal-level data are reviewed by AltStreet analysts with backgrounds in corporate finance and securities law — cross-referenced against offering circulars, audited financial statements, and primary regulatory filings before publication. Platform-provided information, where present, is clearly labeled and does not affect EDGAR data or AltStreet editorial coverage. Platforms may request factual corrections for demonstrable inaccuracies by contacting [email protected]. This page does not constitute investment advice.