ISQ Open Infrastructure Co LLC 8-K

What Happened

• ISQ Open Infrastructure Co LLC filed an 8-K (July 2, 2026) disclosing that, as of June 1, 2026, it issued and sold unregistered shares to investors and for services to independent directors, generating aggregate net proceeds of $31,920,816.
• In June 2026 the Company acquired two equity investments: Mercury Data Center Holdings Limited (data center operator in Mexico, Central America and the Caribbean) and Cube Safety HoldCo Limited (traffic management and road safety infrastructure provider in Europe and North America).
• The Company’s operating manager published Transactional Net Asset Value (TNAV) per share as of May 31, 2026 for multiple share classes, which is the price at which the Company sells shares.

Key Details

• Total unregistered shares issued/sold produced aggregate net consideration of $31,920,816; sales were exempt from registration under Section 4(a)(2) and/or Regulation D and Regulation S.
• Examples of share issuances shown: Series I F-STE — 75,837 shares for $2,453,000; Series I F-ITE — 46,123 shares for $1,498,375; Series I JTE — 66,124 shares for $2,152,000. (Amounts rounded in filing.)
• Transactional NAV per share as of May 31, 2026 (selected): Series I F-STE $32.35, F-DTE $32.17, F-ITE $32.49, F-JTE $32.23; Series II F-S $32.39, F-I $32.57, F-J $32.29, E Shares $33.99. Class I shares were first sold on June 1, 2026 and show a NAV of $25.00 per share; J shares show $25.10 per share.
• Acquisitions: equity investments in Mercury Data Center Holdings Limited and Cube Safety HoldCo Limited (timing: June 2026).

Why It Matters

• The $31.9M of unregistered share sales increased the Company’s capital base and may affect ownership percentages for existing investors; these were private/exempt transactions, not registered public offerings.
• The June acquisitions expand ISQ’s portfolio into data center and road-safety infrastructure sectors across multiple regions, which may affect future revenue and asset composition.
• The published Transactional NAVs set the price for future share sales and provide a snapshot of per-share valuations across classes as of May 31, 2026; investors should review class-specific NAVs (not all classes have the same per-share value).