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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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AMG Pantheon Infrastructure Fund, LLC (Name of Issuer) |
Class S units of beneficial interest (Title of Class of Securities) |
(CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BlueArc Capital Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,933,746.14 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, HC, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
BlueArc Core Alternatives Management, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,933,746.14 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Pantheon Infrastructure (QP), a series of BlueArc Core Alternatives, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,798,178.38 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
11.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Pantheon Infrastructure (QP) (TE Onshore), a series of BlueArc Core Alternatives, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,135,567.77 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
3.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ronald Zazworsky, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,933,746.14 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
AMG Pantheon Infrastructure Fund, LLC | |
| (b) | Address of issuer's principal executive offices:
680 Washington Blvd., Suite 500, Stamford, CT 06901 | |
| Item 2. | ||
| (a) | Name of person filing:
This joint statement on Schedule 13G is being filed by (i) Pantheon Infrastructure (QP), a series of BlueArc Core Alternatives, LLC (ii) Pantheon Infrastructure (QP) (TE Onshore), a series of BlueArc Core Alternatives, LLC (together with Pantheon Infrastructure (QP), the "Funds"), (iii) BlueArc Core Alternatives Management, LLC, the managing member of BlueArc Core Alternatives, LLC, (iv) BlueArc Capital Management, LLC, the sole member of BlueArc Core Alternatives Management, LLC and the Funds' investment adviser, and (v) Ronald Zazworsky, Jr., the managing director of the Funds and the Chief Executive Officer of BlueArc Core Alternatives Management, LLC and BlueArc Capital Management, LLC (collectively with the Funds, BlueArc Core Alternatives Management, LLC, and BlueArc Capital Management, LLC, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is One Buckhead Plaza, 3060 Peachtree Road, Suite 1120, Atlanta, GA 30305. | |
| (c) | Citizenship:
Each of the Funds is a series of a Delaware limited liability company. BlueArc Core Alternatives Management, LLC and BlueArc Capital Management, LLC are Delaware limited liability companies. Mr. Zazworsky is a citizen of the United States. | |
| (d) | Title of class of securities:
Class S units of beneficial interest | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The Reporting Persons beneficially own the following shares of Class S units of beneficial interest ("Class S Units") of AMG Pantheon Infrastructure Fund, LLC (the "Issuer"):
(i) BlueArc Capital Management, LLC: 4,933,746.14
(ii) BlueArc Core Alternatives Management, LLC: 4,933,746.14
(iii) Pantheon Infrastructure (QP): 3,798,178.38
(iv) Pantheon Infrastructure (QP) (TE Onshore): 1,135,567.77
(v) Ronald Zazworsky, Jr.: 4,933,746.14
Notwithstanding the inclusion of any security in this Schedule 13G, each of the Reporting Persons expressly disclaims beneficial ownership of any security reported herein, except to the extent of its or his pecuniary interest therein, if any. | |
| (b) | Percent of class:
The percentages of beneficial ownership reported herein, and on each Reporting Person's cover page to this Schedule 13G, are based on a total of 34,500,587.30 shares of Issuer Class S Units outstanding as of December 31, 2025, as confirmed by the Issuer on August 21, 2026.
(i) BlueArc Capital Management, LLC: 14.3%
(ii) BlueArc Core Alternatives Management, LLC: 14.3%
(iii) Pantheon Infrastructure (QP): 11.0%
(iv) Pantheon Infrastructure (QP) (TE Onshore): 3.3%
(v) Ronald Zazworsky, Jr.: 14.3% %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
0 | ||
| (ii) Shared power to vote or to direct the vote:
(i) BlueArc Capital Management, LLC: 4,933,746.14
(ii) BlueArc Core Alternatives Management, LLC: 4,933,746.14
(iii) Pantheon Infrastructure (QP): 3,798,178.38
(iv) Pantheon Infrastructure (QP) (TE Onshore): 1,135,567.77
(v) Ronald Zazworsky, Jr.: 4,933,746.14 | ||
| (iii) Sole power to dispose or to direct the disposition of:
0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
(i) BlueArc Capital Management, LLC: 4,933,746.14
(ii) BlueArc Core Alternatives Management, LLC: 4,933,746.14
(iii) Pantheon Infrastructure (QP): 3,798,178.38
(iv) Pantheon Infrastructure (QP) (TE Onshore): 1,135,567.77
(v) Ronald Zazworsky, Jr.: 4,933,746.14 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Item 4 above. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, dated September 2, 2026, by and among the reporting persons, incorporated herein by reference to the Joint Filing Agreement attached as an exhibit to the Schedule 13G filed by the reporting persons with the Securities and Exchange Commission on September 2, 2026 (https://www.sec.gov/Archives/edgar/data/2046200/000110465926104565/tm2624216d1_ex99-1.htm). |