SecProbe.io

May 12, 2025
Irina Zilbergleyt
Director
ISQ Open Infrastructure Company LLC
600 Brickell Avenue, PH
Miami, FL 33131
Re:ISQ Open Infrastructure Company LLC
Registration Statement on Form 10-12G
Filed April 14, 2025
File No. 000-56735
Dear Irina Zilbergleyt:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this
letter, we may have additional comments.
Registration Statement on Form 10-12G
General
1.Please confirm your understanding that your registration statement will automatically
become effective 60 days after filing. Upon effectiveness, you will become subject to
the reporting requirements of the Securities Exchange Act of 1934. In addition, we
will continue to review your filing until all of our comments have been addressed. If
the review process has not been completed before that date, and you are not required
to register pursuant to Section 12(g) of the Exchange Act, you may consider
withdrawing the registration statement to prevent it from becoming effective and file
it again at such time as you are able to respond to any remaining issues or comments.
Please provide your legal analysis regarding whether (i) the Company (together with
its consolidated subsidiaries) and (ii) any unconsolidated subsidiaries, including any
unconsolidated joint ventures formed between the Company and I Squared Vehicles
(each, a “JV”), meet the definition of an “investment company” under Section
3(a)(1)(A) of the Investment Company Act of 1940 (the “1940 Act”). In your 2.

May 12, 2025
Page 2
response, please (i) address each of the factors outlined in Tonapah Mining Company
of Nevada , 26 SEC 426 (1947), (ii) provide legal and factual support for your analysis
of each such factor, and (iii) in addressing the Company’s officers, directors, and
employees, describe and discuss their expertise as investment professionals and
whether, and to what extent, that expertise will be utilized in their roles with the
Company.
3.To the extent not addressed in your response to the previous comment, please provide
your legal analysis regarding whether the Company is a “special situation investment
company.” See generally  Investment Company Act Rel. No. 10937, at text
accompanying n.19 (Nov. 13, 1979). In your response, please (i) specifically address
whether the Company will cause Control JVs to acquire securities primarily for the
purpose of making a profit in the sale of their controlled companies’ securities, (ii)
describe and discuss whether the Company will, at the time of a Control JV’s
acquisition of a portfolio company’s securities, generally expect that the Control JV
will at some point in the future sell those securities, and (iii) describe and discuss the
anticipated importance of investment and asset management criteria (including, e.g.,
the Risk Model) to any portfolio company investment and divestment decisions.
4.Please provide your legal analysis regarding whether the Company and each of its
subsidiaries, including each JV, meet the definition of an “investment company”
under Section 3(a)(1)(C) of the 1940 Act. Please include in your analysis all relevant
calculations under Section 3(a)(1)(C) as of the most recent fiscal quarter end,
identifying each constituent part of the numerators and denominators. Please also
describe and discuss any other substantive determinations and/or characterizations of
assets that are material to your calculations.
Item 1. Business, page 1
5.Please expand your business section to include a plan of operations for the next twelve
months. In the discussion of your planned activities, include specific information
regarding material events or steps required to pursue your planned activities, including
any contingencies such as raising additional funds.
6.Please explain further what is meant by "quality credits" and "bespoke infrastructure
credits." Please also describe the referenced weighted average credit profile and what
a profile of BB/B represents.
Organizational Chart of ISQ Open Infrastructure Company LLC, page 2
7.We note your organizational chart. Please describe the Cayman Blocker and its
purpose within your organizational structure.
8.Please revise the organizational chart to identify ISQ Open Infrastructure Company
LLC - Series I's and ISQ Open Infrastructure Company LLC - Series II's percentage
of economic and voting interests by class of shares.
9.We note you are managed by the Manager, a wholly owned subsidiary of I Squared,
and that you were created by I Squared. Please include in the organizational chart I
Squared and the Manager, or clarify those entities' relationship to the registrant in
disclosure accompanying the chart.

May 12, 2025
Page 3
The Manager, page 3
10.Please revise your disclosure to provide additional information regarding the
Manager's background, including its key personnel and any previous roles in
managing funds, including any sector specific experience.
Leverage, page 20
11.Please clarify whether there are any specific actual limitations on your disclosed
leverage ratios. In this regard, we note your disclosure that "[o]ther than borrowings
incurred solely to provide interim financing prior to the receipt of capital....[you] do
not intend to incur cash borrowings if such borrowings would cause the aggregate
amount of recourse indebtedness for borrowed money incurred by the Company to
exceed 30% of the Company's total assets..." and your disclosure that during the initial
ramp-up period, your leverage may exceed your target, and that you may exceed a
leverage ratio of 30% at other times, particularly during a market downturn or in
connection with a large acquisition. Please also clarify if you currently have any
revolving credit facilities or a line of credit with I Squared for such purposes.
Share Repurchases, page 23
12.Please provide us with your analysis as to the applicability of the tender offer rules,
including Rule 13e-4 and Regulation 14E, to your share repurchase program.
13.With respect to the continuous private offering and share repurchase program, please
provide us with a legal analysis that supports your apparent belief that Regulation M
would not prohibit repurchases during the offering.
14.We note disclosure indicating that under the repurchase program you will use the
average aggregate NAV attributable to shareholders as of the end of the immediately
preceding calendar quarter. We also note that it appears that the transactional
NAV per unit may change materially from the date a repurchase window is opened to
the date on which the NAV per share applicable to such repurchase is published.
Please revise to describe the extent to which investors will be able to revoke requests
in the event of material changes to NAV after the date of the initial request.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 106
15.We note your disclosure that as of the date of this filing, there are no outstanding
shares in the Company. If and when shares are issued, please update this section to
provide the beneficial ownership table contemplated by Item 403 of Regulation S-K.
Refer to Item 4 of Form 10.
Platform Arrangements, page 129
16.Please explain in further detail what you mean by "investment platforms" and
"Platform Arrangements."

May 12, 2025
Page 4
Net Asset Value
Calculation of NAV, page 132
17.We note you intend to calculate NAV monthly. Please provide us your template for
calculating NAV. Please also revise to provide the breakdown of components of
NAV, total NAV and NAV per share by class, if applicable. Please also clarify the
primary valuation method and key assumptions used for each material asset type.
Classes of Shares, page 136
18.Please describe each of the classes of shares here.
Fiduciary Duties
LLC Agreement Modified Standards, page 140
19.We note your disclosure that your LLC Agreement contains provisions that modify or
eliminate duties of or consent to conduct by the board, the manager and its affiliates.
Please revise your disclosure to describe the provisions that modify or eliminate duties
of or consent to conduct by the board, the manager and its affiliates.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Amit Pande at 202-551-3423 if you have questions regarding
comments on the financial statements and related matters. Please contact Madeleine Joy
Mateo at 202-551-3465 or Susan Block at 202-551-3210 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:Ben Wells, Esq.