Correspondence 0001104659-25-011436 from StratCap Digital Infrastructure REIT, Inc. (CIK 0001868516)
StratCap Digital Infrastructure REIT, Inc. (CIK 0001868516)
Date: Feb. 11, 2025 · CIK: 0001868516 · Accession: 0001104659-25-011436
AI Filing Summary & Sentiment
File numbers found in text: 333-284566
Referenced dates: February 11, 2025
Letter
Troutman Pepper Locke LLP
Bank of America Plaza, 600 Peachtree Street NE, Suite 3000
Atlanta, GA 30308
troutman.com
VIA EDGAR
February 11, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: StratCap Digital Infrastructure REIT, Inc.
Amendment No. 1 to Registration Statement on Form S-11
Filed February 10, 2025
File No. 333-284566
Ladies and Gentlemen:
This letter sets forth the response of our client, StratCap Digital Infrastructure REIT, Inc. (f/k/a Strategic Wireless Infrastructure Fund II, Inc.) (the “Company”), to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained in the letter dated February 11, 2025, pertaining to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-11 (the “Registration Statement”), which was filed with the Commission on February 10, 2025.
Comment: We note your response to our prior comment 2 and your revisions to note (1) to the table on page 177. Please tell us and revise your filing to clarify if the amount for unamortized expense support repayment/O&O is receivable in a hypothetical liquidation.
Response: The Company undertakes to revise note (1) to the referenced table in its final prospectus filed pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, after the Staff brings the Registration Statement effective to provide the following: “In the event of the liquidation of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to the Company.”
February 11, 2025
Page 2
If you have any questions regarding this response letter, please do not hesitate to contact the undersigned at (404) 885-2546.
Sincerely,
/s/ Mary Katherine Rawls
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Troutman Pepper Locke LLP
Bank of America Plaza, 600 Peachtree Street NE, Suite 3000
Atlanta, GA 30308
troutman.com
VIA EDGAR
February 11, 2025
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
Re: StratCap Digital Infrastructure REIT, Inc.
Amendment No. 1 to Registration Statement on Form S-11
Filed February 10, 2025
File No. 333-284566
Ladies and Gentlemen:
This letter sets forth the
response of our client, StratCap Digital Infrastructure REIT, Inc. (f/k/a Strategic Wireless Infrastructure Fund II, Inc.)
(the “Company”), to the comment of the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) contained in the letter dated February 11, 2025, pertaining to Pre-Effective Amendment
No. 1 to the Registration Statement on Form S-11 (the “Registration Statement”), which was filed with the
Commission on February 10, 2025.
Comment: We note your response to our
prior comment 2 and your revisions to note (1) to the table on page 177. Please tell us and revise your filing to clarify if
the amount for unamortized expense support repayment/O&O is receivable in a hypothetical liquidation.
Response: The Company undertakes to revise
note (1) to the referenced table in its final prospectus filed pursuant to Rule 424(b)(3) of the Securities Act of 1933,
as amended, after the Staff brings the Registration Statement effective to provide the following: “In the event of the liquidation
of the Company, the remaining unamortized amounts, if any, would be repaid by the Advisor to the Company.”
February 11, 2025
Page 2
If you have any questions
regarding this response letter, please do not hesitate to contact the undersigned at (404) 885-2546.
Sincerely,
/s/ Mary Katherine Rawls
Mary Katherine Rawls
Partner
cc: James Condon
Abarna Meecham
Heath D. Linsky