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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

October 15, 2025

    Re:
    ISQ Open Infrastructure Company LLC

Registration Statement on Form 10-12G/A

Filed July 3, 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 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 to the Company’s registration statement on Form 10-12G/A (the “Registration Statement”).
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. 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 the following related comments:

Your comments above and below suggest
that the purported inconsistency you perceived is between (x) our analysis stating that “the Company,” meaning the Company
and its subsidiaries consolidated under U.S. generally accepted accounting principles (“GAAP”), will not be engaged in buying
and selling securities on an ongoing basis, which goes toward the application of the assets and/or income factors under Tonopah,1
and (y) the Company’s narrative disclosures, which you suggest collapse some actions of the Company’s Control JVs with the
Company and therefore “implies consideration” of the Control JVs as part of the Company’s analysis, which may implicate
the Tonopah factor that considers the Company’s public representations of policy. We respectfully submit that these are
two analytically distinct inquiries and that when viewed in context the disclosure, as a whole, is consistent and appropriate.

Section 3(a)(1)(A) interrogates whether
an issuer is, or holds itself out as being, primarily engaged in the business activities of investing, reinvesting, or trading in securities.2
To determine what business activity an issuer is primarily engaged in, the Commission has held that an issuer must apply the five-factor
test outlined in Tonopah. Those five factors are (1) an issuer’s historical development, (2) its public representations
of policy, (3) the activities of its officers and directors, (4) the nature of its present assets, and (5) the sources of its present
income (collectively, the “Tonopah Factors”).3 As we have explained in our prior letter, we do not believe
that the Company is primarily engaged in the business of investing, reinvesting, or trading in securities after an application of the
Tonopah Factors.4

1 In
re Tonopah Mining Co. of Nevada, 26 S.E.C. 426 (1947) (“Tonopah”).

2 See
Section 3(a)(1)(A) of the Investment Company Act. Unless other specified, all references herein to sections and rules are references
to sections and rules promulgated under the Investment Company Act.

3 See
Tonopah at 427.

4 See generally our prior letter dated June 3, 2023 (our
“Prior Letter”).

    2

In response to your comment above and to provide
the relevant context for our responses below, we first explain our view that our application of Tonopah’s assets and income
tests by reference to GAAP consolidated financials is logical and correct, and consistent with our understanding of the historical views
of the Commission and its Staff. Second, we explain why the Company’s narrative disclosures do not inform how the Company analyzes
its assets and income for purposes of the Tonopah test, as applied by the Commission, its Staff and market participants over time.
Third, we explain why we do not believe that the Staff has correctly characterized the Company’s disclosures.

The Application of Tonopah and Our
Use of GAAP Consolidation

Your comment suggests that our public disclosure
and responses contain material variations and imply that we have not properly accounted for the activities of these Control JVs as part
of our status analysis of the Company. We disagree. Our analysis does not consolidate the activities (i.e., the assets
and income) of the Control JVs, but that does not mean that our analysis does not consider the assets and income of the
Control JVs. Our analysis considers the assets and income of the Control JVs in the Company’s analysis in the same way it considers
the assets and income of any other unconsolidated subsidiary when applying Investment Company Act status tests; as entries on the balance
sheet reflecting the value of the Company’s interest in that subsidiary.

This is consistent with our understanding
of how Investment Company Act status testing is conducted across the board. For example, under Rule 3a-1 and Rule 3a-8 (which incorporates,
to a degree, the Tonopah factors), it is explicitly stated that an issuer must test its asset and income on an unconsolidated
basis except that the issuer’s wholly owned subsidiaries must be consolidated with the issuer. That does not mean that the issuer’s
non-wholly owned subsidiaries are “disregarded” under the Rule 3a-1 or Rule 3a-8 analysis. It means that those unconsolidated
majority-owned or primarily controlled subsidiaries are considered on a standalone, disaggregated basis, and then the result of that
separate analysis is used to inform elements of the parent’s analysis.5

The same is true for the Company’s analysis
under Section 3(a)(1)(A). As we indicated in our Prior Letter, the Company will examine its unconsolidated subsidiaries on a standalone
basis to determine whether it should be treated as securities-related or non-securities related for purposes of the Company’s analysis.
We have determined that the Company’s Control JVs are appropriately considered non-securities-related investments while the Company’s
Non-Control JVs should be considered securities-related investments. But for the avoidance of doubt, both types of JVs are considered in the Company’s application of 3(a)(1)(A).

5 For
example, an issuer would evaluate each subsidiary to determine whether it would qualify as a majority-owned subsidiary or a primarily
controlled subsidiary and then also analyze whether each subsidiary would be deemed an investment company but for the exemptions in Section
3(c)(1) and 3(c)(7). The parent’s interest in a majority-owned or primarily controlled subsidiary that is not an investment company
or relying on 3(c)(1) or 3(c)(7) would be a considered non-securities-related and therefore a “good” asset under the parent’s
Rule 3a-1 or 3a-8 test.

    3

The Company does not intend to allocate
its assets such that securities-related assets such as the Non-Control JVs will comprise the majority of its assets. Rather, as the Company
has explained, the Company’s intention is that the Company’s interests in its Control JVs—which such Control JVs will
not be deemed investment companies under either Section 3(a)(1)(A) or 3(a)(1)(C) when analyzed on a standalone basis—will comprise
the large majority of the Company’s assets by value. As our Previous Letter noted, the Company will also provide 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 Section 3(c)(5)(A) and/or (B). As a wholly owned subsidiary
of the Company, the loans originated or acquired by the Lending Subsidiary will be securities on the Company’s balance sheet. Those
loans, however, are expected to comprise only a minority of the Company’s assets and thus will not be its primary engagement.6

The Company does not consolidate the financial reports showing each
JV’s assets or income with those of the Company for purposes of the assets and income factors under the Tonopah test because
the expectation is that the Company’s JVs will not be consolidated with the Company under GAAP. Accordingly, the underlying assets
held by the Company’s JVs (e.g., interests in portfolio companies) and any income related to those interests would not be
attributed directly to the Company through consolidation. Those assets and sources of income will instead appear on the Company’s
consolidated financial statements as an unconsolidated equity entry. That equity entry is considered as part of the Company’s analysis
under Section 3(a)(1)(A), while the assets held by JVs are not directly considered.7

The Company’s financial reporting prepared
under GAAP does not consolidate the Company’s JVs for several reasons discussed in response to Comment 4, below.

In Tonopah, the Commission stated:

“More
important [than narrative representations in the issuer’s disclosure], however . . . the nature of the assets and income of the
company, disclosed in the annual reports filed with the Commission and in reports sent to stockholders, was such as to lead investors
to believe that the principal activity of the company was trading and investing in securities.”8

6 If,
however, the Lending Subsidiary’s loans were to become the majority of the Company’s asset value or source of income, the
Company acknowledges that it may fail Section 3(a)(1)(A), but that it would become eligible for Section 3(c)(6), which exempts from the
definition of ‘investment company,’ companies that primarily engage, directly or through majority-owned subsidiaries, in
one or more businesses described in 3(c)(3), 3(c)(4), and 3(c)(5) of the 1940 Act.

7 We note, regardless, that the Company’s JVs themselves
are not in the business of buying and selling securities on an ongoing basis but rather in the business of owning and holding interests
in their respective portfolio company.

8 See Tonopah at 4 (emphasis added).

    4

In the instant matter, the Company’s financial
statements will be prepared and presented to investors and the public in accordance with GAAP. In that regard, the investor-facing presentation
of financial statements is what appears most directly relevant to questions presented under Tonopah’s assets and income
factors (i.e., what would a reasonable investor conclude based on what they are presented about the Company’s assets and
income). The Company’s decision to analyze its prospective assets and income based on the expected GAAP presentation is consistent
with how we understand most industry participants apply the Tonopah test under Section 3(a)(1)(A).9

Section 3(a)(1)(A) is silent on whether its tests
should be run on a fully unconsolidated basis (as is required by Section 3(a)(1)(C)), on a consolidated basis with the Company’s
wholly owned subsidiaries (as is required by Rule 3a-1 and Rule 3a-8), or on a GAAP consolidated basis (as is required for Exchange Act
reports). This is in contrast to Section 3(b)(2) which focuses on largely the same question but specifically allows for consideration
of activities done indirectly through certain subsidiaries.10 While we generally believe applying Section 3(a)(1)(A)’s
tests on a consolidated basis is the most logical approach in most instances (including because the courts have held that what principally
matters under Tonopah is “investor perception”11 and an issuer’s financial statements are generally
presented to its investors on a consolidated basis under GAAP), we also believe a reading of the statute that gives effect to differences
between 3(a)(1)(A) and other sections such as 3(b)(2) can reasonably suggest that the test of Section 3(a)(1)(A) is specific to each
issuer individually, and not to each issuer and its majority-owned subsidiaries. While we are aware of instances in which the Commission
or Staff have considered the assets or income of issuers using each of the methodologies described above while applying Tonopah,
we are aware of no precedent where the Commission has stated or accepted an analysis under Tonopah conducted on a consolidation
basis that included more subsidiaries than would be consolidated under GAAP.

We believe the Company’s methodology for
applying the Tonopah test under Section 3(a)(1)(A) is not only consistent with applicable precedent and accounting guidance,12
it is the most justified approach under the legal and analytical framework underlying Tonopah.

9 See, e.g., Investment Company Act Determination Under
the 1940 Act – Vol. 3 – Robert Rosenblum 2025 §3.2.2 Consolidation with an Issuer’s Subsidiaries.

10 Section 3(b)(2) excludes, in relevant part: “Any issuer
. . . primarily engaged in a business or businesses other than that of investing, reinvesting, owning, holding, or trading in securities
either directly or (A) through majority-owned subsidiaries or (B) through controlled companies conducting similar types of businesses.”

11 SEC v. Nat’l Presto Indus., 486 F.3d 305, 313 (7th Cir.
2007).

12 As discussed further, it is our understanding that in undertaking
the Tonopah analysis, industry participants and, notably, the Staff itself, routinely analyze an issuer’s assets and income
under generally accepted accounting principles and, in fact, the Commission and the Staff requires as much. See Certain Research
and Development Companies, Release No. IC-25835 (Nov. 26, 2002) (Commission statement suggesting that U.S. GAAP is to be utilized to
measure an issuer’s compliance with Section 3(a)(1)(C) under the Investment Company Act). See also Rule 2a-5 Adopting Release,
Good Faith Determination of Fair Value, 86 FR 748, 772 (Jan 6. 2021) (stating that a valuation method not determined in accordance with
U.S. GAAP is misleading and/or inaccurate and therefore an inappropriate methodology under Rule 2a-5).

    5

Importantly, the Company’s approach is also
consistent with how the Staff previously directed the Company to evaluate investment company status under Tonopah. In your first
comment letter, to which we replied in our Prior Letter, the Staff asked that we:

“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”).”13

In accordance with the comment, we evaluated the
Company and its consolidated subsidiaries and then separately we analyzed the Company’s unconsolidated subsidiaries, with a particular
focus on its JVs. Our analysis was then, and is now, consistent with both