Item 1.

Summary Term Sheet.

Item 2.

Subject Company Information.

(a)

The name of the issuer is Stonepeak-Plus Infrastructure Fund LP (the “Fund”). The Fund is a private fund that is exempt from registration under Section 3(c)(7) of the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund is organized as a Delaware limited partnership. Certain investors with particular tax characteristics, such as tax-exempt investors and non-U.S. investors, invest in the Fund through Stonepeak-Plus Infrastructure Fund (TE) LP, a Delaware limited partnership (the “Feeder Fund”). The Feeder Fund indirectly invests all or substantially all of its assets in the Fund, and is participating directly, on behalf of its investors, in the Fund’s Offer to Purchase through its interest in the Fund, subject to any terms and conditions of the Fund’s repurchase program. The principal executive office of the Fund is located at 550 W 34th Street, 48th Floor, New York, New York 10001 and the telephone number is (212) 907-5100.

(b)

The title of the securities that are the subject of the offer to purchase and the related Letter of Transmittal (“Offer to Purchase” and the tender offer made thereby, the “Offer”) are Class A-1a limited partnership units (the “Class A-1a Units”), Class A-1b limited partnership units (the “Class A-1b Units”), Class A-1c limited partnership units (the “Class A-1c Units”), Class F-1 limited partnership units (the “Class F-1 Units”), Class I-1 limited partnership units (the “Class I-1 Units”), Class X limited partnership units (the “Class X Units,” and together with Class A-1a Units, Class A-1b Units, Class A-1c Units, Class I-1 Units and Class X Units, the “Units”) or portions thereof. As of the close of business on June 30, 2025, there were 11,235,522 Units outstanding, comprised of 8,307,405 Class A-1a Units, 1,357,958 Class A-1b Units, 1,163,964 Class A-1c Units, 177,892 Class F-1 Units and 228,304 Class X Units outstanding, respectively. Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 561,776 Units that are tendered by its unitholders (the “Unitholders”), including, for the avoidance of doubt, indirectly by unitholders of the Feeder Fund (the “Feeder Unitholders”), and not withdrawn as described in the Offer to Purchase (the “Offer Amount”). Unless otherwise specified, references to Unitholders herein shall include Feeder Unitholders and Feeder Unitholders shall have a right to participate in the Offer under the same terms as direct unitholders of the Fund. The Units subject to the Offer represent approximately 5% of the Fund’s outstanding Units as of June 30, 2025.

(c)

Units are not traded in any market.

Item 3.

Identity and Background of Filing Person.

(a)

The Fund is tendering for its own Units. The information required by this Item is set forth in Item 2(a) above. Stonepeak-Plus Infrastructure Fund Advisors LLC (the “Investment Advisor”) serves as the investment advisor for the Fund, Stonepeak-Plus Infrastructure Fund Associates LP (the “General Partner” and, together with the Investment Advisor, as applicable, the “Sponsor”) serves as the general partner for the Fund. The Sponsor is located at 550 W 34th Street, 48th Floor, New York, New York 10001 and its telephone number is (212) 907-5100. The Fund’s executive officers and the directors serving on the Fund’s board of directors (each, a “Director” and collectively the “Board”) are set forth below as of July 2, 2025:

(b)-(c)

Not applicable.

Item 4.

Terms of the Transaction.

(a)(1)     (i)

Subject to the conditions set forth in the Offer to Purchase, the Fund will purchase up to 561,776 Units that are tendered by Unitholders by 11:59 p.m., Eastern Time, on August 29, 2025, and not withdrawn as described in Item 4(a)(1)(vi).

(ii)

The purchase price of a Unit (or portion thereof) tendered will be its net asset value as of September 30, 2025, or a later date determined by the Fund if the Offer is extended (in each case, the “Valuation Date”), upon the terms and subject to the conditions set forth in the Offer to Purchase. Reference is made to the Cover Page, Section 2 “Offer to Purchase and Price” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

(iii)

The Offer is scheduled to expire on August 29, 2025, unless extended. Reference is made to the Cover Page, Summary Term Sheet, Section 2 “Offer to Purchase and Price” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference.

(iv)

Not applicable.

(v)

Reference is made to the Cover Page, Summary Term Sheet and Section 7 “Certain Conditions of the Offer” of the Offer to Purchase, which are incorporated herein by reference.

(vi)

Reference is made to Section 5 “Withdrawal Rights” of the Offer to Purchase, which is incorporated herein by reference.

(vii)

Reference is made to the Cover Page, Section 4 “Procedure for Tenders” and Section 5 “Withdrawal Rights” of the Offer to Purchase, which are incorporated herein by reference. Note that certain Unitholders may be required to deliver their Letter of Transmittal to their Financial Intermediary, as defined in the Summary Term Sheet (instead of directly to SS&C GIDS, Inc.). All Unitholders tendering Units should carefully review their Letter of Transmittal and follow the delivery instructions therein.

(viii)

Reference is made to Section 4 “Procedure for Tenders” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

(ix)

Reference is made to the Cover Page, Section 3 “Amount of Tender,” and Section 6 “Purchases and Payment” of the Offer to Purchase, which are incorporated herein by reference.

(x)

Reference is made to Section 2 “Offer to Purchase and Price,” which is incorporated herein by reference.

(xi)

Not applicable.

(xii)

Reference is made to Section 10 “Certain Federal Income Tax Consequences” of the Offer to Purchase, which is incorporated herein by reference.

(a)(2)

Not applicable.

(b)

To the Fund’s knowledge, none of the executive officers, Directors, or affiliates of the Fund intend to tender Units in the Offer.

Item 5.

Past Contracts, Transactions, Negotiations and Agreements With Respect to the Issuer’s Securities.

(a)-(d)

Not applicable.

(e)

The Fund’s Private Placement Memorandum, as amended and/or supplemented from time to time (the “Memorandum”), provides that the Sponsor has the discretion to determine whether the Fund will purchase Units from Unitholders from time to time pursuant to written tenders. The Sponsor expects that the Fund will purchase Units from Unitholders quarterly. However, the Fund is not required to conduct tender offers. In May 2025, the Fund adopted a unit repurchase arrangement for the repurchase of Class X Units acquired by Stonepeak Partners LP and its subsidiaries and affiliated entities (“SP Investors”) in recognition of their supporting the Fund’s initial and potential future acquisitions, subject to certain limitations. None of the SP Investors intends to tender such Class X Units in the Offer. The Fund does not know of any other contract, agreement, arrangement, or understanding, whether contingent or otherwise or whether or not legally enforceable, between the (i) Fund, any of the Fund’s executive officers or Directors, any person controlling the Fund, or any executive officer or director of any corporation ultimately in control of the Fund and (ii) any other person with respect to any securities of the Fund (including any contract, agreement, arrangement, or understanding concerning the transfer or the voting of any such securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans, guarantees against loss, or the giving or withholding of proxies, consents or authorizations).

Item 6.

Purposes of This Tender Offer and Plans or Proposals.

(a)-(b)

Reference is made to Section 1 “Background and Purpose of the Offer” of the Offer to Purchase, which is incorporated herein by reference.

(c)

Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference. Because Units are not traded in any market, subsections (6), (7), and (8) of Regulation M-A Item 1006(c) are not applicable to the Fund.

Item 7.

Source and Amount of Funds or Other Consideration.

(a)-(b)

Reference is made to Section 6 “Purchases and Payment” of the Offer to Purchase, which is incorporated herein by reference.

(c)

Not applicable.

(d)

None of the Fund, the Sponsor, the Board or any person controlling the Fund, the Sponsor or the Board has determined at this time to borrow funds to purchase Units tendered in connection with the Offer. Depending on the dollar amount of Units tendered and prevailing general economic and market conditions, the Fund, in its sole discretion, may decide to seek to borrow money to fund all or a portion of the purchase amount for Units, subject to compliance with the Fund’s governing documents. The Fund expects that the repayment of any amounts borrowed will be financed from additional funds contributed to the Fund by existing or new Unitholders.

Item 8.

Interest in Securities of the Issuer.

(a)

Based on the number of Units outstanding as of July 2, 2025, the following persons own the number of Units indicated in the below table. The following persons only hold Class X Units. None of our Units have voting power.

*

Less than 1%.

(b)

Reference is made to Section 8 “Certain Information About the Fund” of the Offer to Purchase, which is incorporated herein by reference. During the past sixty (60) days, as previously reported in Form 4 filings, the Fund has issued an aggregate of approximately 3,880 Units of the Fund to the Directors of the Fund as director compensation and approximately 82,784 Units of the Fund to the Directors and executive officers of the Fund as part of its continuous offering of Units (with an aggregate value of approximately $2,233,681, based on a NAV per Unit of $25.77 as of May 31, 2025) and no Units to the Sponsor of the Fund, or any person controlling the Fund or the Sponsor. Other than as set forth in the preceding sentence and the transactions conducted pursuant to the Fund’s continuous offering of Units, as disclosed on the Fund’s current report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on July 7, 2025, which is incorporated by reference herein, there have been no other transactions in Units effected during the past sixty (60) days by the Fund, the Sponsor, or any Director or executive officer of the Fund, or any person controlling the Fund or the Sponsor.

Item 9.

Persons/Assets Retained, Employed, Compensated or Used.

(a)

No persons have been employed, retained, or are to be compensated by the Fund to make solicitations or recommendations in connection with the Offer to Purchase.

Item 10.

Financial Statements.

(a)

The audited financial statements of the Fund dated December 31, 2024, as filed in the Fund’s Registration Statement on Form 10 filed with the SEC on EDGAR on January 31, 2025, are incorporated by reference. The Fund will prepare and make available to Unitholders the audited financial statements of the Fund within 120 days after the close of the period for which the report is being made, or as otherwise required by applicable law.

(b)

Not applicable.

Item 11.

Additional Information.

(a)

(1)

(2)

None.

(3)

Not applicable.

(4)

None.

(5)

None.

(c)

The Offer to Purchase, attached hereto as Exhibit (a)(1)(ii), is incorporated herein by reference in its entirety.

Item 12.

Exhibits.

(a)(1)

(i)

(ii)

Offer to Purchase.

(iii)

Forms of Letter of Transmittal.

(iv)

Form of Letter from the Fund to Unitholders in Connection with the Fund’s Acceptance of Units.

(v)

Form of Promissory Note.

(vi)

Forms of Notice of Withdrawal of Tender.

(a)(2)-(4)

Not applicable.

(b)

None.

(d)

Not applicable.

(g)

Not applicable.

(h)

Not applicable.

107

Filing Fee Table