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          Simpson Thacher & Bartlett llp

          425 lexington avenue

          new york, ny 10017-3954

          telephone: +1-212-455-2000

          facsimile: +1-212-455-2502

          VIA EDGAR

          December 30, 2022

  Re:

  KKR Infrastructure Conglomerate LLC

  Amendment No. 2 to Registration Statement on Form 10-12G

  Filed November 28, 2022

  File No. 000-56484

  Securities and Exchange Commission

  Division of Corporation Finance

  100 F Street, N.E.

  Washington, D.C.  20549

  Dear Ladies and Gentlemen:

  On behalf of KKR Infrastructure Conglomerate LLC (the “Company”), we are providing the following responses to the comment letter from the staff (“Staff”) of the Commission’s Division of Corporation
    Finance, dated December 16, 2022 (the “Comment Letter”).  To assist your review, we have retyped the text of the Staff’s comments in italics below.  Page references in the text of this letter correspond to the pages of Amendment No. 2 of the
    above-referenced registration statement on Form 10-12G (“Amendment No. 2” or the “Registration Statement”).  Unless otherwise defined below, terms defined in Amendment No. 2 and used below shall have the meanings given to them in Amendment No. 2.  The
    responses and information described below are based upon information provided to us by the Company.

  Amended Registration Statement on Form 10-12G filed November 28, 2022.  We would not be able to operate our business according to our business plans if we are required to register as an investment company …, page 48

            1.

            We note your risk disclosure on pages 48-49 regarding the Company’s intent to operate its business in a manner that allows the Company to be excluded from the definition of an “investment company” under section
              3(a)(1)(A) or section 3(a)(1)(C) of the Investment Company Act of 1940.  The disclosure does not provide us with a sufficient basis to determine if the Company falls outside the definition of investment company under either section.  To that
              end, please provide us with a detailed written analysis of how the Company’s operation as a holding company primarily engaged in the business of Joint Ventures, which invest in Infrastructure Assets, does not meet the criteria in either
              section.  Please include in your analysis a precise calculation of the value of the Company’s investment securities as a percentage of  the Company’s total assets (exclusive of Government securities and cash) on an unconsolidated basis under
              Section 3(a)(1)(C), noting for each asset, whether it is cash, a Government security, an investment security, a security, or other asset.  In your analysis of the Company’s investment company status under section 3(a)(1)(C), please explain in
              detail why the following risk disclosure will be true:  “The Company expects that its interests in most, if not all, of its Joint Ventures, will not constitute ‘investment securities’ for purposes of the 40% test.”  Please detail the factual
              and legal basis for the Company’s apparent determination that most, if not all, of its interests in Infrastructure Assets are excluded and will be excluded from the definition of “investment securities.”  Further, if the Company intends to
              rely on an exclusion from investment company status under the Investment Company Act of 1940, please identify that exclusion and explain in detail why the Company satisfies it, referring to specific aspects of the Company’s business plan.
              Please include citations and descriptions of any applicable staff or Commission guidance in all your discussions.

            BEIJING

            BRUSSELS

            HONG KONG

            HOUSTON

            LONDON

            LOS ANGELES

            PALO ALTO

            SÃO PAULO

            TOKYO

            WASHINGTON, D.C.

          Simpson Thacher & Bartlett llp

          Securities and Exchange Commission

          -2-

          December 30, 2022

  As disclosed in the Registration Statement, the Company intends to conduct its operations so that it will not be deemed to be an “investment company,” as that term is defined under the Investment Company Act of 1940, as
    amended (the “Investment Company Act”).  The Company believes that there are two definitions of the term “investment company” under the Investment Company Act that are most relevant to its intended business.

        •

          Under Section 3(a)(1)(A) of the Investment Company Act, a person will generally be deemed to be an “investment company” if it is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing,
            reinvesting, or trading in securities.

        •

          Under Section 3(a)(1)(C) of the Investment Company Act, a person will generally be deemed to be an “investment company” if, absent an applicable exemption or exclusion, it owns or proposes to acquire investment securities having a value
            exceeding 40% of the value of its total assets (exclusive of Government securities (as defined in Section 2(a)(16) of the Investment Company Act) and cash items) on an unconsolidated basis.1

  As explained in greater detail below, the Company believes it is not an investment company under either of these definitions.  The Company, through its “wholly-owned subsidiaries” and “majority-owned subsidiaries” (as
    such terms are defined in the Investment Company Act), is and holds itself out as being engaged primarily, and proposes to engage primarily, in the business of owning and controlling Infrastructure Assets (as defined below) through its Joint Ventures
    (as defined below), and not in the business of investing, reinvesting, or trading in securities.  Accordingly, the Company is not and will not become an “investment company” as defined in Section 3(a)(1)(A) of the Investment Company Act.  Furthermore,
    the Company intends to manage and monitor its assets so that investment securities comprise less than 40% of the value of the total assets of the Company on an unconsolidated basis.  Accordingly, the Company is not and will not be an “investment
    company,” as that term is defined in Section 3(a)(1)(C) of the Investment Company Act, so long as the Company is able to manage its business in the way it intends.

  Additionally, as is also explained in greater detail below, the Company believes that it will not operate as a “special situation investment company,” as that term has been interpreted by the Commission and the Staff.

  Business Strategy and Company Structure

  As disclosed in the Registration Statement, the Company intends to operate as an infrastructure conglomerate that will seek to acquire, own, and control a portfolio of global infrastructure assets and businesses (each,
    an “Infrastructure Asset” and collectively, the “Infrastructure Assets”)2 through a series of joint ventures (each, a “Joint Venture” and collectively, the “Joint
    Ventures”).

        1

          A third definition under Section 3(a)(1)(B) of the Investment Company Act defines any issuer which “is engaged or proposes to engage in the business of issuing face-amount certificates of the installment type” as an investment company.  The
            Company is not an investment company within the meaning of Section 3(a)(1)(B) because it has not engaged or proposed to engage in the business of issuing face-amount certificates of the installment type and does not have any such certificates
            outstanding.

        2

          The term “Infrastructure Asset” includes, as the context requires, portfolio companies, holding companies, special purpose vehicles, and other entities through which infrastructure assets or businesses may be held.  The structure of each
            Infrastructure Asset will vary based on the pre-existing structure of the Infrastructure Asset and other factors.

          Simpson Thacher & Bartlett llp

          Securities and Exchange Commission

          -3-

          December 30, 2022

  The Company’s planned conglomerate structure is similar to several other existing companies, such as Brookfield Infrastructure Partners L.P.; Macquarie Infrastructure Holdings, LLC; Fortress Worldwide Transportation
    & Infrastructure General Partnership; and Greenbacker Renewable Energy Company LLC, each of which also operate in the infrastructure space.  In addition, the Company is structured similar to other conglomerates that own private companies that are
    not necessarily limited to a particular industry (such as Brookfield Business Partners L.P.; Compass Diversified Holdings, LLC; and CNL Strategic Capital, LLC).

  On a consolidated basis, the majority of the assets of the Company will be majority-owned and controlled Infrastructure Assets, while a lesser percentage of the Company’s assets will be thematically similar but
    non-controlling positions in Infrastructure Assets as well as Capital Preservation Investments (defined below) that are designed to meet the Company’s liquidity needs as they may arise from time to time.  The Company’s objective is to obtain both
    current income and capital appreciation.  The Company has hired KKR DAV Manager LLC (the “Manager”) to implement its business strategy and objectives.

  In the aggregate, the Company’s interests in the Joint Ventures are expected to account for approximately 85% of the value of the Company’s total assets.  For purposes of this discussion, we will divide the Company’s
    Joint Ventures into three groups:

        •

          First, instances where the Joint Venture owns a majority of the outstanding voting securities of the Infrastructure Asset indirectly through one or more
            wholly-owned subsidiaries.  We will refer to these as “Silo 1 JVs.”

        •

          Second, instances where the Joint Venture does not own a majority of the outstanding voting securities but still primarily controls3 the Infrastructure Asset
            indirectly through one or more wholly-owned subsidiaries.  We will refer to these as “Silo 2 JVs.”

        •

          The Company intends to operate its business so that its general partner interests in Silo 1 JVs and Silo 2 JVs will constitute most of the Company’s total assets.

        •

          The Company, to a lesser extent, may also participate in Joint Ventures that do not control Infrastructure Assets.  This group would include all instances where the Joint Venture does not own at least a majority of the outstanding voting
            securities of the Infrastructure Asset and does not primarily control the Infrastructure Asset.  We will refer to these as “Silo 3 JVs.”  Silo 3 JVs would also include instances where the Company’s interest in the Joint Venture is a passive
            limited partner interest, regardless of how much control the Joint Venture exercises over the Infrastructure Asset.

  In addition to its interests in the Joint Ventures, the Company expects to maintain approximately 15% of the value of its total assets in a portfolio of liquid instruments (the “Liquidity Portfolio”).  The Liquidity
    Portfolio may consist of (i) non-U.S. sovereign debt, investment grade credit, and other investments including high yield credit, asset backed securities, mortgage backed securities, collateralized loan obligations, leveraged loans and/or debt of
    companies (collectively, “Capital Preservation Investments”) and (ii) cash deposits with banks, U.S. Treasury securities, U.S. government agency securities, or certain securities issued by money market mutual funds that comply with Rule 2a-7 under the
    Investment Company Act (collectively, “Cash and Cash Equivalents”).

  The Company is the registrant and parent company, as well as the “issuer” for purposes of analysis under the Investment Company Act.

        3

          We use the term “primarily controls” to refer to scenarios where the Joint Venture owns more than 25% of the outstanding voting securities of the Infrastructure Asset and is the largest shareholder.  See Rule 3a-8(b)(5) under the Investment Company Act.

          Simpson Thacher & Bartlett llp

          Securities and Exchange Commission

          -4-

          December 30, 2022

  The Company will own its general partner interests in the Joint Ventures through two wholly-owned subsidiaries, K-INFRA Holdings I LLC (“Holdings I”) and K-INFRA Holdings II LLC (“Holdings II,” and together with Holdings
    I, the “Operating Subsidiaries”).

  The Operating Subsidiaries, in turn, will own all of the outstanding voting securities of each entity that will hold the Company’s general partner interest in each Joint Venture (each, a “GP Entity” and collectively, the
    “GP Entities”).  Each new Joint Venture will result in one of the Operating Subsidiaries owning all of the outstanding voting securities of an additional GP Entity.  Over time, the Company expects that the Operating Subsidiaries will own and control
    multiple GP Entities.

  Each GP Entity’s sole asset will be a general partner interest through which the GP Entity will serve as (i) one of two general partners of the Joint Venture, in the case of the Joint Ventures held through Holdings I; or
    (ii) the sole general partner of the Joint Venture, in the case of the Joint Ventures held through Holdings II.4

  Each of the Joint Ventures will then own, indirectly through one or more wholly-owned subsidiaries,5 a percentage of the Infrastructure
    Asset’s voting securities.  The Joint Venture’s percentage of voting securities will vary from deal to deal and is ultimately the basis on which the Company expects to categorize each Joint Venture for purposes of its analysis under Section 3(a)(1)(C).

  Section 3(a)(1)(A) and the Five Factor Tonopah Analysis

  The Company believes that it is not an investment company within the meaning of Section 3(a)(1)(A) of the Investment Company Act because it is primarily engaged in a business other than that of investing, reinvesting, or
    trading in securities.  Whether an issuer is engaged primarily in the business of investing, reinvesting, or trading in securities under Section 3(a)(1)(A) largely is a factual question that depends upon the actual business activities of the issuer.6  The primary test to determine whether a company is an investment company under Section 3(a)(1)(A) is a five-factor analysis first promulgated by the Commission in its
    decision in Tonopah Mining Co. (the “Tonopah Factors”),7 with an emphasis on how a reasonable investor would view the company
    when considering the totality of such factors.8  The Company believes that an analysis of each of the Tonopah Factors demonstrates that the Company will not fall within
    the definition of an investment company under Section 3(a)(1)(A).  Each of the factors is addressed below:

          •

            The issuer’s historical development.  The Company is newly formed and at no point in its brief history has the Company held itself out to be engaged in, or actually engaged in, the business of investing, reinvesting, or trading in
              securities.  The Company has not and will not operate as an investment company or rely on an exclusion applicable to a private fund (i.e., Section 3(c)(1) or 3(c)(7)).  The Company has consistently
              held itself out as proposing to be engaged in the business of owning and controlling Infrastructure Assets through Joint Ventures that acquire controlling equity stakes in such businesses and has not engaged in any other business activities
              to any material extent.  The Company explicitly states in the Registration Statement that it was “established . . . to control and manage Joint Ventures that, directly or indirectly, own majority stakes in