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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

June 3, 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 providing the following supplemental responses to the comment letter from the staff (“Staff”)
of the Commission’s Division of Corporation Finance, dated May 12, 2025 (the “Comment Letter”) in addition to the Company’s
initial responses filed on May 23, 2025. 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, filed with the Securities and Exchange Commission
(the “Commission”) on May 23, 2025, to the above-referenced registration statement on Form 10-12G (the “Registration
Statement”) originally filed with the Commission on April 14, 2025. Unless otherwise defined below, terms defined in the Registration
Statement and used below shall have the meanings given to them in the Registration Statement. The responses and information described
below are based upon information provided to us by the Company.

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 refer to the
Company’s response filed on May 23, 2025.

    Securities and Exchange Commission  -2- June 3, 2025

 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 has not begun material operations
as of the date of this letter. Accordingly, the analysis provided below in response to your comment assumes that the Company is successful
in structuring and operating its business in the manner in which it presently intends. We have summarized here the salient features of
the organization, structure, and governance intended by the Company.

As disclosed in the Registration Statement, the
Company intends to conduct its operations exclusively through Open Infrastructure Company LLC – Series I (“Series I”)
and Open Infrastructure Company LLC – Series II (“Series II” and together with Series I, the “Series” or
the “Company”) and intends to conduct such operations so that neither Series will 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”).1
Section 3(a)(1)2 defines as an “investment
company,” in relevant part, any issuer that:

(A) is
or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting, or trading
in securities (the “Subjective Test”) . . . or;

(C) is
engaged or proposes to engage in the business of investing, reinvesting, owning, holding, or trading in securities, and owns or proposes
to acquire investment securities having a value exceeding 40 per centum of the value of such issuer’s total assets (exclusive of
Government securities and cash items) on an unconsolidated basis (the “Objective Test”).3

1 For the avoidance of doubt, it is intended that ISQ Open
Infrastructure Company LLC (i.e., the series LLC itself) will hold no assets or solicit investment from any investors outside
of either Series I or Series II. As such, we do not believe that ISQ Open Infrastructure Company LLC itself will be an “issuer”
for purposes of the Investment Company Act, and thus our analysis will focus on Series I and Series II, each of which will be an issuer.
We will still refer to the “Company” but such references should be understood as Series I and Series II collectively and
not the series LLC standing apart.

2 Any references to sections or rules in response to your comments
2-4 are intended as references to those sections and rules under the Investment Company Act, unless otherwise stated.

3 For purposes of the Objective Test, Section 3(a)(2) of the
Investment Company Act defines “investment securities” to include all securities except (A) securities issued by the U.S.
government, (B) securities issued by employees’ securities companies, and (C) securities issued by majority-owned subsidiaries
of the owner which (i) are not investment companies and (ii) are not relying on the exception from the definition of “investment
company” in Section (3)(c)(1) or Section 3(c)(7) of the Investment Company Act (the “Private Fund Exemptions”).

    Securities and Exchange Commission  -3- June 3, 2025

As explained in greater detail below in response
to this Comment 2, the Company believes each Series is not an investment company under the Subjective Test. Series I and Series II, propose
to be, and hold themselves out as proposing to be, engaged primarily in the business of owning and controlling joint ventures (“JVs”)
that in turn acquire, own and control Infrastructure Assets (as defined below), and not in the business of investing, reinvesting, or
trading in securities. Accordingly, each Series is not and will not become an “investment company” as defined under the Subjective
Test.

Furthermore, as explained in greater detail below
in response to Comment 4, the Company intends to manage and monitor its assets so that investment securities comprise less than 40% of
the value of the total assets (exclusive of cash and government securities) of each Series on an unconsolidated basis. Accordingly, each
Series is not and will not be an “investment company,” as that term is defined under the Objective Test, so long as the Company
is able to manage its business in the way it intends.

Finally, as is also explained in greater detail
in our response to Comment 3, the Company believes that each Series will not operate as a “special situation investment company,”
as that term has been interpreted by the Commission and the Staff.

To enable us to efficiently discuss the Company’s
status under the Subjective Test, the Objective Test, and any applicable special situation investment company analysis, we first discuss
the Company’s intended objectives and strategy generally:

Business Objectives and Strategy and Company
Structure

The Company, when operational, is intended to
operate as a conglomerate with the objective of generating attractive risk-adjusted returns consisting of both current income and long-term
capital appreciation. The Company’s strategy for achieving that objective is expected to be primarily owning and controlling JVs
that in turn acquire, own and control Infrastructure Assets.4
To a lesser extent, the Company will seek to achieve its objective by providing debt financing to specific infrastructure projects through
a wholly owned lending subsidiary (the “Lending Subsidiary”) that is expected to rely on the exclusions from the definition
of investment company set out in Sections 3(c)(5)(A) and/or (B) and by making certain other strategic acquisitions. The Company expects
that it will maintain a portion of its assets in liquid instruments to meet the Company’s needs for cash as they may arise from
time to time (the “Liquidity Portfolio”). The Company intends to hire I Squared Capital Registered Advisor LLC (the “Manager”)
to assist in implementing its business strategy and objectives.

4 The term “Infrastructure Assets” refers, individually
and collectively, to any infrastructure-related businesses or assets (including mid-market and opportunistic growth businesses or assets
in power & utilities; transportation & logistics; midstream, downstream & LNG; digital infrastructure; environmental
infrastructure and social infrastructure) owned directly or indirectly through subsidiaries, by the Company, including as the context
requires, portfolio companies, holding companies, special purpose vehicles and other entities through which infrastructure assets or
businesses will be held.

    Securities and Exchange Commission  -4- June 3, 2025

The Company’s planned conglomerate structure
is similar to several other existing companies that have commenced operations, such as KKR Infrastructure Conglomerate LLC; EQT Infrastructure
Company LLC; Apollo Infrastructure Company LLC; 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 KKR Private Equity Conglomerate LLC; Brookfield Business Partners L.P.; Compass
Diversified Holdings, LLC; and CNL Strategic Capital, LLC).

The Company does not believe it will be captured
by any definition of an investment company. On a consolidated basis, the Company expects that its interests in its JVs will account for
the vast majority of the value of the Company’s total assets (inclusive of cash) in the ordinary course of the Company’s operations.
The Company also expects that among its JVs, a substantial majority, and no less than 60% by value, will be JVs where:

 (i) either (A) the JV owns 50% or more of the outstanding voting securities issued by an Infrastructure Asset
(and thus the JV can treat such underlying Infrastructure Asset as a majority-owned subsidiary as that term is defined in Section 2(a)(24)
of the Investment Company Act) or (B) the JV owns more than 25% of the outstanding voting securities issued by an Infrastructure
Asset and the JV holds more voting securities than any other shareholder of the Infrastructure Asset (and thus the JV can treat the Infrastructure
Asset as a primarily controlled subsidiary within the meaning of Rule 3a-1 under the Investment Company Act); and

 (ii) the JV’s underlying Infrastructure Asset is not itself an “investment company” or an
issuer that would be an “investment company” but for the exemptions under Section 3(c)(1) or 3(c)(7) of the Investment Company
Act.

We refer to JVs meeting both (i) and (ii) above
as “Control JVs.” On the other hand, we refer to any JVs that do not meet both (i) and (ii) above as “Non-Control
JVs.” For example, a JV that owns less than 25% of an Infrastructure Asset’s outstanding voting securities would be referred
to as a Non-Control JV, as would any JV that owns an Infrastructure Asset where the Infrastructure Asset itself would be deemed an investment
company if not for 3(c)(1) or 3(c)(7), regardless of how much of the outstanding voting securities the JV may own.

Both Control JVs and Non-Control JVs will generally
be formed by the Company pooling its capital with the capital of one or more investment vehicles or other arrangements managed and/or
operated and/or advised by affiliates of the Manager, which are also seeking to acquire interests in underlying Infrastructure Assets
that are compatible with the Company’s business strategy (each such other vehicle, an “I Squared Vehicle”). Importantly,
the Company will not be a passive investor in the Control JVs or the Infrastructure Assets owned and controlled by the Control JVs. Generally
speaking, the Company, on one hand, and the largest source of other capital participating in a given deal, on the other hand, will each
control each JV as co-general partners, with each individually holding all of the rights and responsibilities, and bearing all the risks,
that come with being a general partner and an active participant in a joint venture.

    Securities and Exchange Commission  -5- June 3, 2025

The Company believes that its strategy provides
a strong opportunity for the Company to have majority ownership and/or primary control over more Infrastructure Assets than it could achieve
on its own. Majority ownership and primary control are critically important to allow the Company to exert influence over its Infrastructure
Assets to employ successfully its intended control-oriented acquisition approach to building the Company for the benefit of the Company’s
shareholders.

Company Structure

The Company’s General Partner Interests
in its Control JVs Are Not “Investment Securities”

The Commission and U.S. courts have over an extended
period of time taken the position that general partner interests are presumptively not securities unless certain circumstances are present.5
When general partner interests are not securities, it follows that such general partner interests are also not investment securities.6

In SEC v. W. J. Howey Co.,7
the Supreme Court considered under what circumstances a contract constitutes an “investment contract” and therefore a “security.”8
Under the Howey test, an “investment contract” is: (1) a contract, transaction, or scheme whereby a person invests
his or her money, (2) in a common enterprise, and (3) on an expectation of profits to be derived solely from the efforts of individuals
other than the investor.9

The Company respectfully submits that its general
partner interests in the JVs do not satisfy the third prong of the Howey test because the Company will not be investing into Control
JVs with the expectation of making a profit solely from the efforts of others. The Fifth Circuit addressed a similar question in Williamson
v. Tucker.10

5 See, e.g., SEC v. W.J. Howey Co., 328 U.S.
293 (1946); Williamson v. Tucker, 645 F.2d 404 (5th Cir. 1981), cert. denied, 454 U.S. 897 (1981); Keith v. Black Diamond Advisors, Inc.,
48 F. Supp. 2d 326 (S.D.N.Y. 1999); Great Lakes Chemical Corp. v. Monsanto, 96 F. Supp. 2d 376 (D. Del. 2000); Robinson v. Glynn, 349
F.3D 166 (4th Cir. 2003); Nelson v. Stahl, 173 F. Supp. 2d 153 (S.D.N.Y. 2001); Shoreline Fund L.P. and Condor Fund International, Inc.,
SEC No-Action Letter (Nov. 14, 1994); Colony Realty Partners 1986, L.P., SEC No-Action Letter (Apr. 27, 1988); Oppenheimer Capital L.P.,
SEC No-Action Letter (July 29, 1987); Albert M. Zlotnick, SEC No-Action Letter (June 9, 1986); and FCA Realty Fund, SEC No-Action Letter
(Nov. 13, 1984).

6 Id.

7 328 U.S. 293 (1946).

8 Id.

9 See id.

10 Williamson v. Tucker, 645 F.2d 404, 417 (5th Cir. 1981)

    Securities and Exchange Commission  -6- June 3, 2025

In analyzing this question, the Fifth Circuit
first concluded that passive investments and general partnerships are generally distinct, given the nature of general partner interests.11
Thus, under the third prong of the Howey test, Williamson explained, “a partnership can be