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CORRESP
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CORRESP

 Simpson Thacher & Bartlett LLP

425 LEXINGTON AVENUE

NEW YORK, NY 10017-3954

TELEPHONE:
+1-212-455-2000

FACSIMILE:
+1-212-455-2502

Direct Dial Number

E-mail Address

 VIA EDGAR

December 19, 2024

Re:
 EQT Infrastructure Company LLC

Amendment No. 1 to Registration Statement on Form 10-12G

Filed November 15, 2024

File No. 000-56691

Securities and Exchange Commission

 Division of Corporation
Finance

 100 F Street, N.E.

 Washington, D.C. 20549

Ladies and Gentlemen:

 On behalf of EQT
Infrastructure Company LLC (the “Company”), we are concurrently filing with the Securities and Exchange Commission (the “Commission”) a post-effective amendment (“Post-Effective Amendment No. 1”) to the
above-referenced registration statement on Form 10-12G (the “Registration Statement”), originally filed with the Commission on September 20, 2024. The Company has revised the Registration
Statement in response to the comment letter from the staff (the “Staff”) of the Commission’s Division of Corporation Finance, dated November 22, 2024 (the “Comment Letter”), relating to the Registration Statement and to
reflect certain other changes.

 In addition, we are providing the following responses to 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 Post-Effective Amendment No. 1. Unless otherwise defined below, terms defined in Post-Effective Amendment
No. 1 and used below shall have the meanings given to them in Post-Effective Amendment No. 1. The responses and information described below are based upon information provided to us by the Company.

Business, page 1

1.
 Comment: We note your revised disclosures in response to prior comment 1. However, as previously
stated, we also note your risk disclosures that you may invest in various securities, including debt securities, convertible securities, commercial mortgage-backed securities, and residential mortgage-backed securities. Please revise to clarify if
you are referring to the investments that will be made as part of the Liquidity Portfolio, or otherwise, explain how these types of investments fit within your investment strategy.

Securities and Exchange Commission

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December 19, 2024

Response: The Company respectfully acknowledges the Staff’s comment and advises that investments in debt securities, convertible
securities, commercial mortgage-backed securities and residential mortgage-backed securities may be made as part of the Company’s Liquidity Portfolio, as disclosed on page 2, but investments therein will not be a principal part of the
Company’s business strategy for assets held outside of the Liquidity Portfolio. As disclosed on page 1 and throughout the Registration Statement, the Company’s principal strategy is to own and control Joint Ventures that, directly or
indirectly, own majority and/or primarily controlling stakes in portfolio companies that are primarily operating in the infrastructure space.

Acquisition opportunities alongside EQT Vehicles, page 7

2.
 Comment: We note your response to prior comment 2. Please revise the prospectus to include this
explanation.

 Response: In response to the Staff’s comment, the Company has revised its disclosure on
page 8.

 Share Repurchases, page 17

3.
 Comment: We note your response to prior comment 3 and the following disclosure on page 17 and
elsewhere: “If the transaction price for the applicable quarter is not made available by the tenth business day prior to the repurchase date of the applicable quarter (or is changed after such date), we may elect to extend the repurchase offer
to a later date or not to accept repurchase requests for such quarter” (emphasis added). Please provide your analysis of how this is consistent with Rule 14e-1(b) or revise to clarify, if true, that if
you extend the repurchase offer to a later date, you will extend the repurchase date so that at least 10 business days remain from the announcement of the transaction price for the applicable quarter.

Further, we note the following language in your response to prior comment 3: “In addition, for each quarter, the window during which a
repurchase request can be made will generally be at least 20 business days...” Please clarify what you mean by the use of the word “generally.”

Response:

 In response to
the Staff’s comment, the Company has revised its disclosure on pages 17 and 19.

 With respect to the repurchase request window, the
Company respectfully advises the Staff that the repurchase request window may be extended beyond 20 business days, including for the purpose of extending the repurchase date such that at least 10 business days remain from the announcement of the
transaction price for the applicable quarter.

Securities and Exchange Commission

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December 19, 2024

 General

4.
 Comment: We note your various representations regarding your control of underlying portfolio
companies, including that (i) you “will be primarily engaged in managing the operation of [your] portfolio companies through the Control JVs”; (ii) that the Executive Committee is expected to “manage[] [your] ownership and
control of each portfolio company....”; and (iii) that your “value proposition is premised on active ownership of portfolio companies... with a view towards long-term holdings as a critical element of [your] business strategy.”

•

 Please clarify (i) what specific activities constitute “manag[ing]” your
“ownership and control” of portfolio companies;

 Response:

As discussed in our response letter dated November 15, 2024 (“November 15 Letter”), the Company, when operational, is intended
to operate as a conglomerate with the objective of generating attractive risk-adjusted returns for shareholders and achieving medium-to-long-term capital appreciation.
The Company will primarily seek to achieve that objective by owning, controlling, and managing JVs that in turn will hold individual portfolio companies.

As discussed in our November 15 Letter, the Company’s JVs will be formed by pooling the Company’s capital with the capital of
one or more investment vehicles or other EQT Vehicles that are also seeking to acquire interests in underlying portfolio companies that are compatible with the Company’s business strategy.1
As noted in our November 15 Letter, the Company broadly categorizes its JVs into “Control JVs” and “Non-Control JVs” based on the relative degree of control held by each JV over its
respective portfolio company. The Company expects that Control JVs will represent a substantial majority, and no less than 60% by value, of the Company’s total assets.

Generally speaking, the Company, through its Control JVs, will manage its ownership and control of portfolio companies by choosing when and how
to exercise a Control JV’s rights to control a portfolio company while it is owned by the Control JV. In addition, the Company will manage its ownership and control of portfolio companies by choosing to continue to hold its interest in a
portfolio company for so long as continued ownership is consistent with the Company’s business strategy, and choosing to divest its interest in a portfolio when such ownership is no longer consistent with the Company’s business strategy.

1
 As discussed in our November 15 Letter, the Company, on one hand, and the largest source of other capital
participating in a given deal, on the other hand, generally will co-own and control each JV as general partners, with each individually holding all of the rights and responsibilities, and bearing all the
risks, that come with being a “general partner” as the term is generally used in various localities’ laws governing partnerships.

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 4

December 19, 2024

 As a
general partner of each Control JV, the Company will be an active participant in the “joint venture” as that term is used throughout court cases interpreting federal securities laws.2 On
a practical level, this means that the Company will have both the authority and the responsibility to approve any action taken by a Control JV with respect to its underlying portfolio company, with the Company acting through its directors or by
delegation to its officers, employees, or the Company’s other duly appointed agents. In sum, each Control JV will act through the actions of its general partners, and the Company generally will be one of two such general partners of each
Control JV.

 For portfolio companies that are structured and operated as corporations or with corporate-like governance (including limited
liability companies), a Control JV will exercise control over the portfolio company post-acquisition by appointing directors to the portfolio company’s board. A Control JV generally will have the right to appoint a majority or a plurality of
directors of the portfolio company’s board. Those directors are then beholden to the Control JV with respect to implementing the strategy and initiatives decided by the Control JV, which is controlled jointly by the Company. To the extent
portfolio company directors appointed by a Control JV are not executing on the desired strategy, the Control JV generally will have the right to remove and replace the appointed directors at its discretion.3

 In some circumstances, in addition to rights to appoint directors to the board, the
Control JV may also have direct rights as a shareholder of the portfolio company. Any exercise of such shareholder rights would also be a decision made by the Control JV, which will be controlled jointly by the Company. As such, the Company would
have the full ability to block any decision by a portfolio company with which it does not agree.

•

 [Please clarify] (ii) how, if at all, the Executive Committee or other officers, directors,
or employees of yours expect to be involved in the day-to-day operation of the underlying portfolio companies, including, for example, the types of business decisions
you anticipate making or being involved in making;

 Response:

The roles that the Company’s officers, directors, or employees are expected to play in the day-to-day operations of an underlying portfolio company will naturally vary depending on the underlying portfolio company. This is because the degree of ownership of outstanding voting securities each JV
owns with respect to its underlying portfolio company is variable, and also because the corporate governance structure of each portfolio company is variable.

2
 See, e.g., Williamson v. Tucker, 645 F.2d 404 (5th Cir. 1981), cert. denied, 454 U.S. 897 (1981)
(identifying the circumstances in which, due to the interest holder’s ultimate control over the of the entity, a joint venture or general partnership interest are deemed to not be an investment contract and thus not a security); see also
Ave. Capital Mgmt. II, Ltd. P’ship v. Schaden, 843 F.3d 876, 882-84 (10th Cir. 2016).

3
 We note that the Commission and its Staff have also taken the stance that a controlling influence includes not
just the active exercise of that influence, but also the dormant power to exercise such influence. See, e.g., Phillips v. SEC, 388 F.2d 964, 971 (2d Cir. 1968) (stating that in order to find that a person is in control, “it is not
necessary to find that he succeeded in influencing policy – it is enough if he had the power to do so”). Relatedly, the Commission has found that in determining the existence of such latent power to exercise a controlling influence,
“consideration may be given to events which have not occurred but may occur and which would result in the invocation of the latent power.” See, e.g., The Chicago Corp., 28 S.E.C. 463, 468 (1948). As noted above, to the extent the
Control JVs are not actively exercising their control over an underlying portfolio company, they will nevertheless have latent control over such entity. Thus, regardless of whether a Control JV is actively exercising or latently controlling, the
Control JV can be viewed as always managing the operations of the underlying portfolio company.

Securities and Exchange Commission

 5

December 19, 2024

 As
noted, if a portfolio company is structured as a corporation or limited liability company, a Control JV may exert its control by selecting natural persons to serve on the portfolio company’s board of directors. In certain cases, the Control JVs
may decide to appoint natural persons who are also officers, directors, or employees of the Company to the board of directors at a portfolio company. In other cases, those natural persons may be persons affiliated with the Company’s
co-venturers. In still other cases, those natural persons may be previously unaffiliated with the Company or its affiliates, and the person may be hired specifically for the role at a given portfolio company.

Those natural persons appointed as directors to represent the Control JV’s interests in its acquired portfolio company would be expected
to serve the interests of the Control JV. Those directors would be expected to wield the typical authority of a director of a company, including decisions with respect to hiring, firing, and replacing
“C-suite” level officers or employees of the portfolio company, approving significant budgetary expenditures, and approving major strategic decisions such as expansion into different businesses or
geographies. That said, the extent that directors would be involved in the day-to-day activities of the portfolio company would naturally depend on the managerial
structure and strategy best-suited for that given portfolio company. For instance, in some portfolio companies, the board may provide only high-level strategic guidance and approvals (e.g., the approval of annual budgets or key contracts). In
other companies, the board may be more directly involved by making decisions about the day-to-day business.4

Notwithstanding the variability of the manner by which control and governance are exercised, there is a constant motivation behind whatever
level of support the Company’s personnel provide with respect to the day-to-day operations of a portfolio company: any support is provided with the purpose of
increasing the value of the portfolio company so that the Company can achieve its stated goal of medium-to-long-term capital appreciation.

•

 [Please clarify] (iii) whether you believe these activities (and your “active
ownership” model) indicate that you actively manage and actively exercise control over your portfolio companies—and, if so, why.

Response:

 The
Company believes the activities described above indicate that the Company actively manages and exercises control over portfolio companies that are acquired and held through Control JVs. As noted above, the Company will control the portfolio
companies underlying its Control JVs, which will represent a substantial majority (and no less than 60% by value) of the Company’s total assets. With respect to portfolio companies

4
 The Company’s intention, via its positions on the boards of its underlying portfolio companies, is to
ensure that such boards are involved in the growth and development of their respective underlying portfolio companies. For instance, the underlying portfolio companies are expected to follow a structured governance rhythm via mechanisms such as
quarterly board meetings to review performance and strategic initiatives and monthly operating and financial reports provided by management to the board in order to maintain continuous oversight and transparency.

Securities and Exchange Commission

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December 19, 2024

underlying the Control JVs, the Company actively manages and exercises control over the Control JVs as a general partner of each Control JV, and the Control JV in turn actively manages and
exercises control over its respective portfolio companies through its appointment of directors to the portfolio company’s board, as described above. The resul