ISQ Open Infrastructure Co LLC 8-K

What Happened
ISQ Open Infrastructure Co LLC filed an 8‑K (accession 0001213900-26-064150) reporting that, as of May 1, 2026, it issued and sold unregistered shares to investors and in payment for services to independent directors, raising aggregate net proceeds of $12,965,396. The company also reported the Transactional Net Asset Value (NAV) per share used to price share sales as of April 30, 2026 (determined by the operating manager on May 27, 2026). The share sales were conducted under exemptions to registration (Section 4(a)(2), Regulation D for accredited investors and/or Regulation S for non‑U.S. investors).

Key Details

• Total unregistered shares issued across Series I and Series II classes generated aggregate net consideration of $12,965,396.
• Examples of issued classes and proceeds (rounded): F-STE — 117,858 shares for $3,795,750; F-ITE — 12,629 shares for $408,000; J Shares (Series II) — 84,470 shares for $2,111,750.
• Transactional NAV per share as of April 30, 2026: most classes are roughly $31.8–$33.8 per share (e.g., F-STE $32.21, F-I $32.40, E Shares $33.77); Class J Shares show a NAV of $25.00 per share.
• The filing notes Class J Shares were first sold on May 1, 2026.

Why It Matters

• The company raised about $13.0 million through private (unregistered) sales, increasing shares outstanding for the listed classes and providing additional capital or paying director fees in kind.
• The reported Transactional NAVs are the prices at which the company sells shares; differences across classes (notably the $25.00 NAV for Class J vs. ~ $32–$34 for many other classes) are important for investors comparing value across share classes.
• Sales were private offerings (Reg D/Reg S/Section 4(a)(2)), so these shares were not registered with the SEC; that affects liquidity and transferability compared with publicly registered securities.