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CORRESP
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filename1.htm

Simpson
Thacher & Bartlett llp

425
lexington avenue

new
york, ny 10017-3954

telephone:
+1-212-455-2000

facsimile:
+1-212-455-2502

VIA EDGAR

May 23, 2025

 Re: ISQ Open Infrastructure Company LLC

Registration Statement on Form 10-12G

Filed April 14, 2025

File No. 000-56735

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Ladies and Gentlemen:

On behalf of ISQ Open Infrastructure
Company LLC (the “Company”), we are concurrently filing with the Securities and Exchange Commission (the “Commission”)
an amendment (“Amendment No. 1”) to the above-referenced registration statement on Form 10-12G (the “Registration Statement”)
originally filed with the Commission on April 14, 2025. The Company has revised the Registration Statement in response to the comment
letter from the staff (“Staff”) of the Commission’s Division of Corporation Finance, dated May 12, 2025 (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 Amendment No. 1. Unless otherwise defined below, terms defined
in Amendment No. 1 and used below shall have the meanings given to them in Amendment No. 1. The responses and information described below
are based upon information provided to us by the Company.

    Securities and Exchange Commission -2- May 23, 2025

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.

The Company respectfully
acknowledges the Staff’s comment and confirms its understanding that the Registration Statement will automatically become effective
60 days after filing.

 2. 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 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.

The Company intends to provide
a response under separate cover.

 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.

The Company intends to provide
a response under separate cover.

    Securities and Exchange Commission -3- May 23, 2025

 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.

The Company intends to provide
a response under separate cover.

Business

 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.

In response to the Staff’s
comment, the Company has revised its disclosure on page 1 to provide additional information regarding the Company’s plan of operation
for the remainder of the fiscal year as shown below (the texts highlighted in blue are newly added
texts, while the texts highlighted in red are deleted
texts):

For
the remainder of this fiscal year and the following fiscal year, we plan to acquire interests in Joint Ventures using proceeds of the
Private Offering (as defined below), which may include purchasing certain interests held by I Squared (as defined below), I Squared Vehicles
(as defined below), affiliates or related parties of the foregoing. See “Item 1A. Risk Factors—Risks Related to Transactions
with Affiliates and Infrastructure Assets—Conflicts between I Squared or its affiliates and the Company regarding syndication of
Infrastructure Assets and warehousing may not be resolved in favor of the Company.” Our ability to make these acquisitions
is subject to our ability to raise capital in the Private Offering. The Company expects
to rely on the Manager’s ability to access the deal sourcing, diligence and portfolio monitoring capabilities of I Squared (as
defined below). The Manager will be responsible for making acquisition recommendations to the Company. See “—Acquisition
Process Overview.” We expect that we will form most of our Joint Ventures by pooling capital with I Squared Vehicles
that target acquisitions of Infrastructure Assets that are compatible with our business strategy. The Company and the I Squared Vehicles
in a Joint Venture will each have a shared interest in maximizing value of the Joint Venture, and we believe that a joint acquisition
and management strategy that pools the resources of the I Squared Vehicles and the Company will lead to greater opportunities to gain
sufficient influence or control over Infrastructure Assets to deploy our operational value creation process with the objective of primarily
achieving both current income and capital appreciation for all interest holders in the Joint Venture.

    Securities and Exchange Commission -4- May 23, 2025

Organizational Chart of ISQ Open
Infrastructure Company LLC

 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.

We have revised the disclosure
to remove the term “quality” in “quality credits” on pages 1 and 6 to avoid any confusion. The term “bespoke
infrastructure credits” means customized or tailored to the specific needs of a borrower or a transaction rather than standardized
or off-the-shelf financing solutions. We have revised our disclosure to clarify this point on page 6. Loans with “a weighted
average credit profile BB/B” refers to private credit loans that may be held by the Company that the Company expects, based on its
rigorous internal rating assessment, would receive a public credit rating of “BB” or “B” from established rating
agencies such as S&P Global Ratings (S&P), Moody’s Corporation, or Fitch Group if such loans were to receive a public rating.
The Company would expect such hypothetical ratings to be based on I Squared’s internal rating assessment, which includes the review
of an independent ratings advisor hired by I Squared. The Company also expects to acquire liquid loans that will have a theoretical weighted
average credit profile that is equal to or higher than that of the private credit loans expected to be held by the Company. We have revised
our disclosure to clarify this point beginning on page 6.

 7. We note your organizational chart. Please describe the Cayman Blocker and its purpose within your organizational
structure.

Series I  indirectly invests in Series II via the Cayman Blocker, which is a Cayman Islands exempted limited partnership anticipated
to elect to be treated as a corporation for U.S. tax purposes. Series I is, and is expected to remain as, the sole limited partner of
the Cayman Blocker, holding 100% of the Cayman Blocker’s economic rights. The Company expects that both Series I and Series II will
be classified as a partnership for U.S. tax purposes and the Cayman Blocker is anticipated to reduce the Series I Shareholders’
administrative burdens associated with filing U.S. tax returns for non-U.S. and tax-exempt investors. As disclosed in the Registration Statement, we intend to take the position that each Series will generally be recognized as a separate
partnership for U.S. federal income tax purposes and each Series is a segregated group of assets and liabilities that is established pursuant
to a state series statute.

 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.

In response to the Staff’s
comment, the Company has revised its organizational chart on page 2 to provide additional information regarding the percentage of economic
interests by class of shares as shown below. Please note that no class of shares will hold voting interests in the Company and economic
interests by class of shares would vary depending on how many shares are issued for each class.

    Securities and Exchange Commission -5- May 23, 2025

 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.

In response to the Staff’s
comment, the Company has revised the organizational chart on page 2 to provide additional information regarding the Manager as shown
in the structure chart presented in the Company’s response to comment 8 above.

The Manager

 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.

In response to the
Staff’s comment, the Company has revised its disclosure on page 3 to provide additional information regarding the Manager as
reflected below.

The Manager

We are managed by the
Manager, a wholly-owned subsidiary of I Squared and an investment adviser registered under the Advisers Act. The Manager manages us pursuant
to the terms of the Management Agreement and supports the Company in managing its portfolio of Infrastructure Assets. I
Squared formed the Manager to augment and operate under I Squared’s infrastructure platform, leveraging I Squared’s broader
resources and personnel. The Company is sponsored by I Squared and indirectly benefits from I Squared’s asset sourcing, operations,
and portfolio management capabilities. Through engaging the Manager, the Company will leverage I Squared’s extensive infrastructure
investing strategy to identify potential Infrastructure Assets within its key business strategies, perform due diligence and acquire Infrastructure
Assets. The Manager will in turn rely on the key personnel identified as the Acquisition Team (as defined below) to provide its services
to the Company.

    Securities and Exchange Commission -6- May 23, 2025

Leverage

 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.

While the Company generally
intends to maintain the aggregate amount of its recourse indebtedness for borrowed money to be equal to or lower than 30% of the Company’s
total assets, the Company is not bound by any limitations on leverage ratios beyond those that are self-imposed. Neither the Company nor
its Series have entered into any revolving credit facilities or a line of credit with I Squared.

 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.

The Company acknowledges the Staff’s
comment and respectfully notes that it has determined to operate a redemption program subject to the terms and conditions of the LLC Agreement
(i.e., the Company’s governing instrument) that will not be a tender offer, consistent with the exception contemplated in
Rule 13e-4(h)(1). As discussed further below, it is the Company’s view that the redemption program will not be a tender offer pursuant
to the factors identified in Wellman v. Dickinson,1 and applied in subsequent cases by the SEC and the Staff in determining
what constitutes an “issuer tender offer” for purposes of the tender offer rules under the Exchange Act, and is therefore
not subject to the provisions of Rule 13e-4 or Regulation 14E promulgated under the Exchange Act, as discussed below.

The Company will not engage in an active
or widespread solicitation for the redemption of its shares. The share redemption program will be described in the Company’s private
placement memorandum (“PPM”), and any communications to shareholders identifying changes to the plan will be communicated
through supplements to the PPM, current or periodic reports filed by the Company with the SEC, a press release and/or via the Company’s
website. Shareholders who desire to have all or a portion of their shares redeemed by the Company will do so of their own volition and
not at the behest, invitation or encouragement of the Company or anyone acting on behalf of the Company. The role of the Company in effectuating
redemptions under the share redemption program will be solely ministerial and will merely facilitate the only practical means for full
or partial exit by shareholders from their investment in the Company.

 1 Wellman v. Dickinson, 475 F. Supp. 783 (S.D.N.Y. 1979).

    Securities and Exchange Commission -7- May 23, 2025

No premium will be