SecProbe.io

July 21, 2025
Irina Zilbergleyt
Director
ISQ Open Infrastructure Company LLC
600 Brickell Avenue, PH
Miami, FL 33131
Re:ISQ Open Infrastructure Company LLC
Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G
Filed July 3, 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 to this letter, we may have additional comments.
Post-Effective Amendment No. 1 to Registration Statement on Form 10-12G
General
We note your responses to prior comments 2, 3 and 4 provided on June 3, 2025. We
note the following statements regarding your primary business, which appear to
contain material variations: (i) your sources of income “demonstrate that each Series
will be primarily engaged in the business of its JVs”; (ii) you will be “primarily
engaged in acquiring, owning and controlling [your] Control JVs”; and (iii) “[you]
ha[ve] consistently represented that [you], including [your] significant subsidiaries,
will be primarily engaged in managing the operation of [your] portfolio companies
through the Control JVs.” We also note apparent variation in the scope of activities
considered as part of your analysis of your business, including indication that the JVs
will not be consolidated (with indication that their purchases of Infrastructure Assets
and portfolio companies will not be considered as part of your status analysis), even
while you (i) represent yourself as seeking to “own, control, and provide capital to
private companies, Infrastructure Assets and infrastructure-related assets,” (ii)
indicate that “we seek to acquire Infrastructure Assets” and (iii)
indicate that “[you] will exercise control over [your] Infrastructure Assets.” We have 1.

July 21, 2025
Page 2
the following related comments:

a.   Please resolve any inconsistency in the descriptions of your primary business or
explain why these descriptions are not inconsistent. In your response, please clarify:
(i) what you believe your primary business is; and (ii) the distinction—if
any—between “controlling” the JVs, “managing the operation” of the JVs, and being
engaged in the business of the JVs.
b.   To the extent that you believe you are primarily engaged in the business of
your JVs, please: (i) clarify whether your position is that you do or do not buy and sell
securities on an ongoing basis as part of your business, citing support for this position;
and (ii) address the implications for your status analysis of your assertion that
“Control JVs operate with the same fundamental purpose as do the typical SPACs”,
including whether you may be primarily engaged in the business of investing in
securities by virtue of the fact that, per your description, you are operating as multiple
SPACs with extended duration.
c.  To the extent you believe that you are not primarily engaged in the business of the
JVs:
•Please address whether you, by describing yourself as a “holding company” that
will own Infrastructure Assets (even if the description is—sometimes—qualified
as being owned “through” JVs) holds yourself out in such a way as to oblige
consideration of the buying and selling of the securities of portfolio companies for
purposes of your Investment Company Act status analysis.
•Please reconcile this position with the Commission’s position, as expressed in
Tonopah, that consideration of an issuer’s primary business is “one of fact [that]
must be resolved by a review of the special circumstances applicable to the
particular case.” In this regard, we note that your business appears inextricably
linked with the ongoing buying and selling of the Infrastructure Assets/portfolio
companies, as highlighted throughout your disclosure—apparently indicating that
these activities are material circumstances to be evaluated under Tonopah.
•Please discuss whether indicating that you are not primarily engaged in the
business of the Control JVs is consistent with your conclusion that your interests
in the JVs are not securities. In this regard, we note that not being engaged in the
business of the Control JVs would appear to imply that you would be relying on
the efforts of others in conducting the business of the Control JVs. To the extent
that your position is that you are engaged in these businesses—but not engaged
primarily —please explain your conclusion, given that your JV-focused operations
appear to be your primary operations
d.  Please clarify which activities of which entities you are considering in analyzing
your investment company status. In this regard, we note that your Investment
Company Act status analysis appears to disregard some of the JVs’ activities (e.g.,
their purchases of securities by Infrastructure Assets/portfolio companies), even
though you represent yourself as a holding company acquiring those Infrastructure
Assets (“our control-oriented acquisitions of Infrastructure Assets…”) and
represent the Infrastructure Assets as belonging to you (“Our Infrastructure Assets
may include…”), which implies consideration of the operation of the Infrastructure
Assets/portfolio companies undertaken by the JVs.

July 21, 2025
Page 3
2.We note your statements indicating that your officers and directors will “focus on
operating the business of the Company and the JVs, which activities include, but are
not limited to: (1) overseeing, managing and supporting JVs and Infrastructure Assets;
(2) directly serving on the governing bodies of JVs; (3) monitoring and managing the
Company’s Infrastructure Assets  on an ongoing basis….” (emphasis added). Please
explain why the directors’ and officers’ spending efforts are so focused on the Control
JVs and “the Company’s Infrastructure Assets” would not involve investing in
securities, given the Control JVs appear to purchase securities of Infrastructure
Assets/portfolio companies. To the extent that only persons not associated with
you effect investments in Infrastructure Assets/portfolio companies, please clarify.
3.Please provide your analysis supporting your conclusion that you are an investment
company under ASC 946. In your response, please provide your analysis of each of
the characteristics under ASC 946, including (i) the fundamental characteristics in
ASC 946-10-15-6, (ii) the typical characteristics in ASC 946-10-15-7, and (ii) the
implementation guidance in ASC 946-10-55.
4.Please explain why your interests in JVs are not consolidated with your financial
statements, citing to Regulation S-X, US GAAP (e.g., ASC 946), and other relevant
accounting guidance. In your response, please explain whether (i) the JVs meet the
definition of an investment company pursuant to ASC 946 and (ii) the JVs provide
services to and/or act as extensions of your business.
5.We note your analysis regarding your status as “that type of investment company
known as a ‘special situation’ investment company, whose primary business is to
acquire securities for investment with a view to increasing their value and later
disposing of them at a profit,” United Stores Corp ., 10 S.E.C. 1145 (1942). We have
the following related comments:

a.  We note your response to our request for you to “address whether you will cause
Control JVs to acquire securities primarily for the purpose of making a profit in the
sale of their controlled companies’ securities.” Please expand on this discussion to: (i)
describe the approximate percentage of your income you expect to be derived,
through JVs, from Infrastructure Asset/portfolio company exits—and why; and (ii)
clarify why you believe that “[i]f [your] primary purpose in causing [your] Control
JVs to acquire Infrastructure Assets was to sell said Infrastructure Assets, then the
only measure of [your] success would be realized gains.” (emphasis added)
b.  We note your response to our request for you to “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.” We reissue this request. In this regard, it does not appear that an
inability to predict the scale of the company, for example, would preclude you from
expecting to sell those securities in the future or otherwise anticipate any future
intention to liquidate an investment. In your response, please describe whether you
would generally expect—at the time of acquisition—to operate an Infrastructure Asset
indefinitely or if, alternatively, you acquire Infrastructure Assets with an
understanding of a probable exit horizon for that asset.

July 21, 2025
Page 4
The Manager, page 3
6.We note your response to our prior comment 4. We note the disclosure that I Squared
formed the Manager. Please disclose when I Squared formed the Manager, and if the
Manager has previously managed funds or portfolios of assets, including in which
sectors.
Share Redemptions, page 24
7.We have reviewed your response to prior comment 5. While we do not necessarily
agree with your analysis or conclusion, we have no further comment at this time.
8.We have reviewed your response to our prior comment 6 and maintain that the
application of the 2007 Alston & Bird LLP class exemptive relief (or “2007
exemption”) is strictly limited to non-listed REITs. Nevertheless, there may be other
ways to ensure compliance with Regulation M and for covered persons, including
you, to conduct activities in a manner that will not violate the other anti-manipulation
and antifraud provisions, such as sections 9(a) and 10(b), or Rule 10b-5. Moreover, on
page 9 of your response letter, you acknowledge that, to the extent you “ engage[] in
redemptions (or other bids or purchases) of the covered security outside of a
‘distribution’ of securities, during the applicable Regulation M ‘restricted period,’
[you] would be responsible for analyzing all relevant facts and circumstances
involved to determine whether any redemptions made outside of the distribution
qualify for an available exception or other relief under Rule 102.”  Please advise.
            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 Victor Cecco at 202-551-2064 or Michael Henderson at 202-551-3364
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.