ISQ Open Infrastructure Co LLC 8-K/A

What Happened

• ISQ Open Infrastructure Co LLC filed an 8‑K (Jan 9, 2026) disclosing that, as of December 1, 2025, it sold unregistered shares for total net proceeds of $22,853,750. The sales included multiple Series I and Series II share classes (examples: Series II F‑J: 461,345 shares for $13,288,000; Series II F‑S: 174,130 shares for $5,013,750; Series I F‑JTE: 80,568 shares for $2,322,000).
• The company also reported the operating manager’s December 24, 2025 determination of the Transactional Net Asset Value (the price at which shares are sold) as of December 1, 2025. Transactional NAVs per share ranged from $28.77 to $29.60 across classes, with most classes near $28.79–$28.83.
• The filing notes the company increased holdings in existing portfolio companies during December 2025. The share sales were made under exemptions to registration (Section 4(a)(2), Regulation D and/or Regulation S).

Key Details

• Total aggregate net consideration from the unregistered share sales: $22,853,750.
• Largest single reported issuance: Series II F‑J — 461,345 shares for $13,288,000.
• Transactional NAV per share (as of Dec 1, 2025): ranged from $28.77 to $29.60; most classes ~ $28.79–$28.83.
• Filing date and items: Form 8‑K filed Jan 9, 2026 (Items 3.02: unregistered sales; 8.01: other events including NAV and asset activity).

Why It Matters

• The company raised meaningful private capital (~$22.85M) through unregistered share issuances, which increases cash resources but may affect share counts and investor ownership depending on holdings outstanding.
• The transactional NAVs give current sale/pricing levels for the company’s share classes and provide a snapshot of valuation used for secondary transactions and new sales.
• Increased holdings in portfolio companies indicate active deployment of capital; investors should watch future disclosures for impacts on portfolio performance and any additional fundraising or issuance activity.