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CORRESP
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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

July 3, 2025

    Re:
    ISQ Open Infrastructure Company LLC

Registration Statement on Form 10-12G/A

Filed May 23, 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 (“Post-Effective Amendment No. 1”) to the above-referenced registration statement on Form 10-12G/A (the “Registration
Statement”) filed with the Commission on May 23, 2025, which amends the registration statement on Form 10-12G 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
(the “Staff”) of the Commission’s Division of Corporation Finance, dated June 20, 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 in 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 the Registration Statement 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.

General

    1.
    Please note, we continue to consider your responses to our prior comments 2, 3, and 4, provided on June 3, 2025. If we have further comment, we will provide them later.

The Company respectfully acknowledges
the Staff’s comment.

Organizational Chart of ISQ Open Infrastructure
Company LLC, page 2

    2.
    We note your response to our prior comment 7. Please include disclosure describing the Cayman Blocker, similar to what you have provided in your response to us, or advise.

In response to the Staff’s comment,
the Company has added the below disclosure on page 28 to provide additional information regarding the Cayman Blocker. The text in blue
is newly added.

Private Offering of Shares

(…)

The LLC Agreement provides that the Company
will be composed of two series, Series I and Series II. The two series will have distinct assets and liabilities and will offer different
classes of units. Series I will indirectly hold an interest in and control Series II. Series I indirectly
invests in Series II via ISQ Open Infrastructure Holdings, L.P. (the “Blocker”), a Cayman Islands exempted limited partnership
elected 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
Blocker, holding 100% of the Blocker’s economic rights. Additionally, Series I is the sole member of an LLC that serves as the only
general partner of the Blocker, making Series I the sole control person of the Blocker indirectly.

    3.
    We note your response to our prior comment 8. We are unable to identify in your revised organizational chart the percentage of economic interests by class of shares for ISQ Open Infrastructure Company LLC - Series I and ISQ Open Infrastructure Company LLC - Series II. Please revise your organizational chart to provide the requested disclosure, or advise.

In response to the Staff’s comment, the Company respectfully
notes that the percentages of economic interests by class of shares would vary depending on how many shares will be issued for each class.
It is expected that in the ordinary course, when investors acquire shares of Series I, Series I will indirectly acquire shares of the
corresponding class of Series II. For example, if Series I sells 100 Class STE Shares to its investors, then Series I will
acquire, indirectly through the Blocker, 100 Class S Shares from Series II. Because Series II will be simultaneously offering Class S
Shares directly to non-tax-exempt investors, we cannot say what percentage of Class S shares will be ultimately held by Series I. Such
percentages will likely change from month to month. As of the filing date of the Post-Effective Amendment No. 1, no class of shares (including
Investor Shares, Class E Shares and Class ETE Shares) have been issued. By way of clarification, while I Squared has contributed
$2,000 to Series I and Series I, in turn, has contributed $1,000 to Series II through the Cayman Blocker on March 28, 2025, only controlling
shareholder LLC interests were issued rather than any shares in either Series.

    2

The Manager, page 3

    4.
    We
note your response to our prior comment 10. Please revise your disclosure to provide further detail regarding the acquisition team’s
background, including previous roles managing funds, performance history, and any sector specific experience.

In response to the Staff’s comment,
the Company is unable to include related performance information of the acquisition team in the Registration Statement. The Company respectfully
notes that it has not included the acquisition team’s performance history in the Registration Statement for a number of reasons:

First, the Company intends to raise
capital from accredited investors via private placements made in accordance with Rule 506(b) of Regulation D. The Company seeks to ensure
that its communications and actions do not constitute an offer of securities by general solicitation or the conditioning of the market
for a public offering by the Company. The Company believes that if it were to add the performance information of the acquisition team
in the Registration Statement, information typically associated with marketing, it would increase the risk that an investor may claim
the Company is conditioning the market and therefore, that the Company does not have a valid private placement exemption.

Second, the Company is aware that in
certain limited circumstances, some registered investment companies when filing registration statements have elected to show performance
of other related strategies of the same investment adviser when those registrants believed such information was not misleading and satisfied
the various conditions set out by the Staff in various no-action letters, including Nicholas Applegate Mutual Funds1
and Growth Stock Outlook Trust, Inc.2 Notwithstanding the fact that the Company is not an investment company, registered
or otherwise, the Company believes that, by analogy to the reasoning in Nicholas Applegate Mutual Funds, the Company deciding
to include the acquisition team’s related performance in the Registration Statement could be misleading for investors unless the
conditions set forth in the Nicholas Applegate Mutual Funds and related no action letters are present. Specifically, those conditions
include: (1) the performance was for all of the adviser’s private accounts that were managed with objectives, policies and strategies
substantially similar to those used in managing the fund; and (2) the relative sizes of the fund and the private accounts were sufficiently
comparable to ensure that the private account performance would be relevant to a potential investor in the fund. The Company does not
believe these conditions would be satisfied for several reasons. The Company will become primarily engaged in acquiring, owning and controlling
joint ventures that in turn, own and control Infrastructure Assets, which is a different strategy than any other vehicle managed by the
Manager that do not necessarily have an explicit focus on control and acquiring majority-owned or primarily controlled Infrastructure
Assets. Moreover, the Company’s management agreement with the Manager is non-discretionary. By contrast, the Manager’s relationship
with other I Squared Vehicles is discretionary, giving the acquisition team direct control over the portfolio of those I Squared Vehicles
and so the performance of those other I Squared Vehicles can be directly attributed to the Manager and the acquisition team. Finally,
the Company does not know whether it will ever reach the same size as the I Squared Vehicles previously advised by the acquisition team,
and as is recognized in Nicholas Applegate Mutual Funds, scale has the ability to impact performance in a material way.

The Company has added the blue
disclosure reproduced below to pages 3 and 4 to provide additional disclosure regarding the acquisition team’s experience,
history and capabilities in response to the Staff’s comments.

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.

 1 See SEC No-Action Letter, Nicholas Applegate Funds I and II,
1996 SEC No-Act. LEXIS 674 (August 6, 1996).

 2 See SEC No-Action Letter, Growth Stock Outlook Trust, Inc.,
1986 SEC No-Act. LEXIS. 2026 (Apr.15, 1986).

    3

I Squared’s acquisition team (the
“Acquisition Team”) is led by Managing Partners, Sadek Wahba and Gautam Bhandari, and Senior Partners, Harsh Agrawal and Mohamed
El-Gazzar. These leaders are responsible for all facets of the acquisition process and together form the voting members of the ICOMM (as
defined below) and I Squared Executive Committee (as defined below). This team has overseen the deployment of over $40 billion in global
infrastructure equity and credit investments across over 80 portfolio companies, bringing a wealth of knowledge and experience, having
worked as a cohesive team for over 20 years and collectively amassed over 100 years of collective industry expertise.

Sadek Wahba is the
Founder, Chairman and Managing Partner of I Squared. Prior to founding I Squared, he founded Morgan Stanley Infrastructure Partners, a
global platform for infrastructure investments. A former economist at The World Bank, he was part of the expert committee on the World
Economic Forum’s first report on global infrastructure investments. He was named Global Infrastructure Personality of the Year twice,
as well as Global Infrastructure Personality of the Decade, by Private Equity International (PEI). In September 2022, Sadek was appointed
by former President Biden to the U.S. National Infrastructure Advisory Council, which advises on reducing the physical and cyber risks
and improving the security and resilience of critical infrastructure in the U.S.

Gautam Bhandari is
the Co-Founder, Global Chief Investment Officer and Managing Partner of I Squared. Since inception, Gautam was awarded Infrastructure
Personality of the Year in the 2023 PEI Infrastructure Investor Awards in recognition of his contribution to infrastructure, pioneering
approach to investments and asset management in addition to assuming his new role as Global Chief Investment Officer.3 Prior
to I Squared, Gautam spent 11 years at Morgan Stanley in New York and Asia, where he was Managing Director and Head of Asia for Morgan
Stanley Infrastructure Partners, a global platform for infrastructure investments. He started his career in finance at Morgan Stanley
in New York, where he worked on debt restructurings, debt and equity financings and M&A for some of the firm’s larger and more
complex clients such as General Motors, Tyco and Accenture, and other multinational clients. Prior to joining Morgan Stanley, Gautam
worked at Advanced Technology Materials Inc., a semiconductor chip technology company.

Harsh Agrawal is a
Senior Partner at I Squared, leading its investments in Asia. Harsh brings more than 21 years of financial services and investing
experience. He has led the formation of several platforms in Asia-Pacific for I Squared, including the formation and growth of Cube Highways,
a $5 billion4 operating toll road platform and
the setup of Amplus Solar, a distributed solar business, and its eventual sale to Petronas. In the energy and renewables sector, he has
led investments in the city gas distribution sector including THINK-AG&P Gas, the formation of the HEXA Renewables platform across
Taiwan, Korea, Indonesia, Philippines and India and the investment in Clean Energy Fuels Australia. During his career at Morgan Stanley,
he was involved in strategic transactions and financings for transportation and infrastructure companies in North America, evaluating
growth capital opportunities for companies in India, and financing infrastructure projects in India as part of Morgan Stanley Infrastructure
(MSI).

 3 The award referred to above is provided solely for informational
purposes and is not intended to be, nor should it be construed as or relied upon as, any indication of future performance or other future
activity. Such award was based on the analysis of Private Equity International based on its own methodologies and criteria. Other third
parties may have a more or less favorable view or opinion of I Squared or its employees and potential investors should make their own
determinations about the prospects for the Company’s acquisitions. No compensation was paid by I Squared in connection with the
award referenced above.

 4 As of June 30, 2024.

    4

Mohamed El Gazzar is
a Senior Partner of I Squared, responsible for the infrastructure strategy in Europe. Since joining I Squared, Mohamed has led the acquisition
and development of portfolio companies encompassing power and utilities, energy, transport and logistics, digital infrastructure, environmental
infrastructure and social infrastructure. Some of the power and utilities investments that Mohamed has led include Energia Group
in Northern Ireland and the Republic of Ireland; T-Solar, a solar PV portfolio with operations predominantly in Spain which was sold in
2020; and Conrad Energy, a UK independent power producer providing highly flexible generation; Aggreko, one of the leading global providers
of mobile modular power, temperature control and energy services. In the transport and logistics space he led the 2018 acquisition of
TIP Trailer Services, one of the largest pan-European trailer and truck lessor with a presence across 17 countries in Europe and Canada;
Cube Cold Europe, a pan-European cold storage platform focusing on acquiring and developing small to medium sized cold storage facilities
across strategic areas such as ports and logistics hubs; and Arriva, a bus and rail operator. In 2019, Mohamed was involved in the acquisition
of Domidep, I Squared’s first investment in the social infrastructure space and one of the largest elderly residential care providers
in France.  In the digital infrastructure space, Mohamed led the acquisition of EXA, a key pure-play operator of telecom infrastructure
networks, which was completed in 2021. More recently, Mohamed led the acquisition of Applus, a global leader in the TIC sector. Before
joining I Squared Capital, Mohamed spent 12 years at Morgan Stanley, most recently as an Executive Director of Morgan Stanley Infrastructure
(MSI), a global platform for infrastructure investments at Morgan Stanley Investment Management.

Share Redemptions, page 24

    5.
    We note your response to our prior comment 12 regarding the applicability of the tender offer rules to your share redemption program. Please provide your analysis as to how Rule 13e-4(h)(1) supports your determination that the share redemption program will not be a tender offer. Additionally, please supplementally provide us with a copy of Schedule A of the LLC Agreement (Form of Share Redemption Program). We may have further comment.

The Company acknowledges the Staff’s
comment and has filed the Form of Share Redemption Program as an exhibit to the Post-Effective Ame