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Primary Source · SEC.gov

GHK USAHT Co-Investment Vehicle LP

Co-Investment Vehicle2026 vintage506(b), 3(c)
Latest signalNew Form D filerForm D · 2026-10-132 events: 1 new form d filer, 1 large raiseLast filing 2026-10-13

Raised

$123M

Investors

22

Min Invest

$407,000

AltStreet Analysis

·

Generated from EDGAR primary sources

GHK USAHT Co-Investment Vehicle LP is a Delaware-organized pooled investment fund that filed a Form D under Rule 506(b) combined with the Investment Company Act 3(c) exemption. The filing, submitted by promoter GHK Fund II GP LLC with executive officer Gilbert Klemann, reports $122.5M raised from 22 investors at a $407K minimum investment, with no known parent platform match.

This offering sits in the institutional tier of alternative investment vehicles, with a $407K minimum and an average check size of roughly $5.6M across 22 investors, consistent with a co-investment structure aggregating capital for a single underlying deal or fund stake. The combined 506(b)/3(c) exemption claim is a common pairing for privately-placed pooled funds restricted to accredited/qualified purchasers.

Data Flags

exemptionFiling claims both Rule 506(b) and Investment Company Act 3(c) exemptions simultaneously, a common combined-exemption pattern for private pooled funds rather than a single-category claim.

EDGAR Filing Data

Form D — Primary Source

View on SEC.gov
CIK Number0002155772
Entity NameGHK USAHT Co-Investment Vehicle LP
ExemptionRule 506(b), Section 3(c), Section 3(c)(7)
What the exemption meansRule 506(b) of Regulation D: securities may be sold to an unlimited number of accredited investors and up to 35 non-accredited investors who meet the rule's sophistication standard, without general solicitation or advertising. 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)(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 OrganizationDelaware
Year Organized2026
Issuer Address55 Railroad Avenue, 3rd Floor, Greenwich, CT 06830
Phone(203) 409-0900
Industry / Fund TypePooled Investment Fund · Private Equity Fund
Investment Company ActExcluded under Section 3(c)(7) (qualified purchasers only)
Securities TypeEquity, Pooled Investment Fund
First Sale Date—
Filing DateOctober 13, 2026
Accession Number0000950103-26-015508
Total Offering Amount$122,500,000
Total Amount Sold$122,500,000
Amount Remaining$0
Total Investors22
Non-Accredited InvestorsNone
Minimum Investment$407,000
Offering DurationOne year or less
Sales Commissions$0
Finders' Fees$0
Proceeds to Related Persons$0
Revenue RangeDecline to Disclose
State (Issuer Address)CT
Amendment CountOriginal filing only
Signed ByGilbert H. Klemann, President and CEO of the Issuer's general partner

Filings on Record

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

DOctober 13, 2026

In the Terminal

Filing events

2

latest Oct 13, 2026

Critical / warning

0 / 0

2 watch · 0 info

Statements extracted

0

none on file

NAV prints

0

none on file

Offering chains

1

closed

Latest event New filer · Oct 13, 2026

SEC.gov
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Investor

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  • 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.

- GHK Fund II GP LLC

Promoter · Greenwich, CT

Gilbert Klemann

Executive Officer · Greenwich, CT

Questions About GHK USAHT Co-Investment Vehicle LP

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

What is GHK USAHT Co-Investment Vehicle LP?

GHK USAHT Co-Investment Vehicle LP is a Delaware limited partnership organized in 2026 that filed a Form D with the SEC on October 13, 2026 as a private equity fund. The filing claims Rule 506(b), Section 3(c), Section 3(c)(7) for an offering of equity and pooled investment fund interests.

Is GHK USAHT Co-Investment Vehicle LP legit?

AltStreet does not rate legitimacy; it reports the public record. GHK USAHT Co-Investment Vehicle LP filed a Form D with the SEC on October 13, 2026 claiming Rule 506(b), Section 3(c), Section 3(c)(7). A Form D is a notice of an exempt offering, not a review or approval of it. The newest notice reports $122,500,000 sold to 22 investors. 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 GHK USAHT Co-Investment Vehicle LP 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 GHK USAHT Co-Investment Vehicle LP claimed Rule 506(b), Section 3(c), 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 GHK USAHT Co-Investment Vehicle LP raised?

GHK USAHT Co-Investment Vehicle LP reported $122,500,000 sold from 22 investors of a $122,500,000 total offering as of the Form D filed October 13, 2026.

Who can invest in GHK USAHT Co-Investment Vehicle LP?

The offering relies on Rule 506(b), which permits sales to accredited investors and to no more than 35 non-accredited investors who meet a sophistication standard, and prohibits general solicitation. Because the fund also relies on Section 3(c)(7), each investor must be a qualified purchaser, generally an individual with at least $5 million in investments. The filing reports no non-accredited investors. The minimum investment accepted from an outside investor is $407,000.

What is the minimum investment in GHK USAHT Co-Investment Vehicle LP?

The Form D lists $407,000 as the minimum investment accepted from any outside investor as of October 13, 2026. Issuers can waive their own minimums, and the figure does not include fees.

Who is selling GHK USAHT Co-Investment Vehicle LP 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 GHK USAHT Co-Investment Vehicle LP?

The Form D lists 2 related persons: GHK Fund II GP LLC, promoter (General Partner of the Issuer); Gilbert H. Klemann, executive officer. Form D Item 3 requires executive officers, directors, and promoters of the issuer to be listed.

Where is GHK USAHT Co-Investment Vehicle LP located?

The issuer's address on its SEC filings is 55 Railroad Avenue, 3rd Floor, Greenwich, CT 06830. Its phone number of record is 203-409-0900. It is organized under the laws of Delaware.

How long is the GHK USAHT Co-Investment Vehicle LP 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 GHK USAHT Co-Investment Vehicle LP?

The issuer declined to disclose its revenue 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.