UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 000-56735

ISQ Open Infrastructure Company LLC

(Exact name of registrant as specified in its charter)

Delaware		33-2876284
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

600 Brickell Avenue Miami, FL		33131
(Address of principal executive offices)		(Zip Code)

(786) 693-5700

Registrant’s telephone number, including area code

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None.		None.		None.

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 1, 2026, the registrant had, with respect to Series I, 1,295,412 Class F-S_TE shares outstanding, 405,809 Class F-D_TE shares outstanding, 164,393 Class F-I_TE shares outstanding, 749,143 Class F-J_TE shares outstanding, 110 Class S_TE shares outstanding, 110 Class D_TE shares outstanding, 110 Class I_TE shares outstanding, 112,047 Class J_TE shares outstanding and 81 Class E_TE shares outstanding, and, with respect to Series II, 2,331,292 Class F-S shares outstanding, 863,457 Class F-I shares outstanding, 4,251,130 Class F-J shares outstanding, 16,242 Class I shares outstanding, 284,384 Class J shares outstanding and 469,016 Class E shares outstanding. Shares outstanding exclude August 1, 2026 subscriptions since the issuance price is not yet finalized at the date of this filing.

Table of Contents

		Page
Part I.	Financial Information	1

Item 1.	Financial Statements	1

	ISQ Open Infrastructure Company LLC Series I Consolidated Statements of Assets and Liabilities (Unaudited)	1

	ISQ Open Infrastructure Company LLC Series I Consolidated Statements of Operations (Unaudited)	3

	ISQ Open Infrastructure Company LLC Series I Consolidated Statements of Changes in Net Assets (Unaudited)	5

	ISQ Open Infrastructure Company LLC Series I Consolidated Statement of Cash Flows (Unaudited)	8

	ISQ Open Infrastructure Company LLC Series I Notes to Unaudited Consolidated Financial Statements	9

	ISQ Open Infrastructure Company LLC Series II Consolidated Statements of Assets and Liabilities (Unaudited)	19

	ISQ Open Infrastructure Company LLC Series II Consolidated Statements of Operations (Unaudited)	22

	ISQ Open Infrastructure Company LLC Series II Consolidated Statements of Changes in Net Assets (Unaudited)	24

	ISQ Open Infrastructure Company LLC Series II Consolidated Statement of Cash Flows (Unaudited)	28

	ISQ Open Infrastructure Company LLC Series II Consolidated Schedule of Investments (Unaudited) as of June 30, 2026	29

	ISQ Open Infrastructure Company LLC Series II Consolidated Schedule of Investments as of December 31, 2025	31

	ISQ Open Infrastructure Company LLC Series II Notes to Unaudited Consolidated Financial Statements	33

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	55

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	63

Item 4.	Controls and Procedures	64

Part II.	Other Information	65

Item 1.	Legal Proceedings.	65

Item 1A.	Risk Factors.	65

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	65

Item 3.	Defaults Upon Senior Securities.	65

Item 4.	Mine Safety Disclosures.	65

Item 5.	Other Information.	65

Item 6.	Exhibits.	66

Signatures		67

Certain Terms Used in this Quarterly Report on Form 10-Q

●

the terms “we,” “us,” “our,” and the “Company,” refer to ISQ Open Infrastructure Company LLC or, where applicable, Series I and/or Series II;

●

the term “Board” refers to each of the Series’ board of directors;

●

the term “Broken Deal Expenses” refers to (i) legal, auditing, investment banking, valuation, consulting, engineering, custody, administration, tax, accounting, and other professional fees, costs, expenses, retainers and/or other payments; (ii) all fees, costs and expenses associated with the discovery, sourcing, evaluation, diligence, financial analysis, negotiation, structuring, making, and potential refinancing of the Company’s proposed and unconsummated acquisitions, including, without limitation, any meetings and/or travel, accommodation, meal and entertainment expenses related to such prospective acquisitions, any expenses related to attending trade association and/or industry meetings, conferences or similar meetings, private placement fees, syndication fees, bank charges, depositary fees, fees and expenses related to environmental evaluation, closing and execution costs, fees and expenses of consultants, sales commissions, appraisal fees, taxes, underwriting commissions and discounts, brokerage fees and information services; and (iii) all other fees, costs and expenses relating to unconsummated transactions, including, without limitation, submission costs, reverse termination fees and damages and the fees, costs and expenses described in (i) and (ii) above (including, in each of cases (i), (ii) and (iii), such fees, costs and expenses that might have been borne by a co-investment vehicle had the transaction been consummated);

●

the term “I Squared” refers collectively to I Squared Capital Advisors (US) LLC and its subsidiaries;

●

the term “Infrastructure Service Provider(s)” refers to any product or service that could be provided to the Company or any Infrastructure Asset. I Squared could directly or indirectly cause any Infrastructure Asset or other asset of the Company or any other I Squared Vehicle, whether currently in existence or acquired, organized, formed, established or otherwise arranged in the future, to provide such product or service;

●

the term “I Squared Vehicles” refers to the funds, investment vehicles and accounts managed, now or in the future, by I Squared, the Manager or any of their respective affiliates (excluding for this purpose, I Squared proprietary entities), including, but not limited to, funds, investment vehicles and accounts pursuing the following strategies: infrastructure equity (including mid-market and opportunistic growth equities in power & utilities; transportation & logistics; midstream, downstream& liquefied natural gas (“LNG”); digital infrastructure; environmental infrastructure and social infrastructure) and infrastructure credit (including construction financing, acquisition financing, liquidity and growth capital, refinancing, recapitalization and restructuring opportunities);

●

the term “Manager” refers to ISQ OpenInfra Registered Advisor LLC, our manager, an affiliate of I Squared and an investment adviser registered under the United States (the “U.S.”) Investment Advisers Act of 1940, as amended (the “Advisers Act”);

●

the term “Series I” refers to ISQ Open Infrastructure Company LLC —Series I, a registered series of the Company;

●

the term “Series II” refers to ISQ Open Infrastructure Company LLC —Series II, a registered series of the Company;

●

the term “Series” refers collectively to Series I and Series II;

●

the term “Series I Shareholders” refers to holders of our Series I Shares. There are nine types of shares available to Shareholders through Series I: Class F-S_TE Shares, Class F-D_TE Shares, Class F-I_TE Shares, Class F-J_TE Shares, Class S_TE Shares, Class D_TE Shares, Class I_TE Shares, Class J_TE Shares (collectively, the “Series I Investor Shares”) and Class E_TE Shares. Each of Series I Investor Shares and Class E_TE Shares will invest into its corresponding Series II Investor Shares or Class E Shares, as applicable;

●

the term “Series II Shareholders” refers to holders of our Series II Shares. There are nine types of shares available to Shareholders through Series II: Class F-S Shares, Class F-D Shares, Class F-I Shares, Class F-J Shares, Class S Shares, Class D Shares, Class I Shares, Class J Shares (collectively, the “Series II Investor Shares”, together with the Series I Investor Shares, the “Investor Shares”) and Class E Shares. The Investor Shares are not entitled to vote on any matters relating to the Company, including the election of directors, and are not entitled to nominate, remove or participate in the appointment of directors of the Company;

●

Class E Shares and Class E_TE Shares (together with the Investor Shares, the “Shares”) will be available to the Manager, its affiliates, its officers and employees, the directors, officers and employees of the Company and certain other investors in I Squared’s discretion;

●

the term “Shareholders” refers, individually and collectively, to Series I Shareholders and/or Series II Shareholders, which term may also refer to prospective shareholders in the applicable Series, as the context requires;

●

the term “Shares” refers, individually and collectively, to Series I Shares and/or Series II Shares, as the context requires;

●

the term “Infrastructure Assets” refers, individually and collectively, to any infrastructure-related businesses or assets (including mid-market and opportunistic growth businesses or assets in power & utilities; transportation & logistics; midstream, downstream & LNG; digital infrastructure; environmental infrastructure and social infrastructure) owned directly or indirectly through subsidiaries, by the Company, including as the context requires, portfolio companies, holding companies, special purpose vehicles and other entities through which infrastructure assets or businesses will be held;

We generally mean “infrastructure” to refer to businesses or assets which we believe have all or most of the following characteristics:

Stable and well-defined regulation and policy framework;

High barriers to entry with low price elasticity;

Well defined operational structure with attractive upside;

Insulation from the business cycle with low income elasticity;

Long duration assets, typically ten years or more;

Stable cashflows that grow with inflation;

Positive long-term variables such as demographics that provide downside mitigation;

Moderate leverage;

Control or protective governance rights;

Attractive pricing upon entry;

Relatively high liquidity; and

Limited exposure to risks arising from climate change.

iii

Cautionary Note Regarding Forward-Looking Statements

Some of the statements in this Quarterly Report on Form 10-Q constitute forward-looking statements because they relate to future events or our future performance or financial condition. The forward-looking statements contained in this Quarterly Report on Form 10-Q may include statements as to:

●

our future operating results;

●

our business prospects and the prospects of the Infrastructure Assets we own and control;

●

our ability to raise sufficient capital to execute our acquisition strategies;

●

the ability of the Manager to source adequate acquisition opportunities to efficiently deploy capital;

●

the ability of our Infrastructure Assets to achieve their objectives;

●

our current and expected financing arrangements;

●

changes in the general interest rate environment;

●

the adequacy of our cash resources, financing sources and working capital;

●

the timing and amount of cash flows, distributions and dividends, if any, from our Infrastructure Assets;

●

our contractual arrangements and relationships with third parties;

●

actual and potential conflicts of interest with the Manager or any of its affiliates;

●

the dependence of our future success on the general economy and its effect on the industries in which we own and control Infrastructure Assets;

●

our use of financial leverage;

●

the ability of the Manager to identify, acquire and support our Infrastructure Assets;

●

the ability of the Manager or its affiliates to attract and retain highly talented professionals;

●

our ability to structure acquisitions and joint ventures in a tax-efficient manner and the effect of changes to tax legislation and our tax position; and

●

the tax status of the enterprises through which we own and control Infrastructure Assets.

In addition, words such as “may,” “will,” “should,” “target,” “anticipate,” “believe,” “expect,” “plan,” “seek” and “intend” indicate a forward-looking statement, although not all forward-looking statements include these words. The forward-looking statements contained in this Quarterly Report on Form 10-Q involve risks and uncertainties. Our actual results could differ materially from those implied or expressed in the forward-looking statements for any reason, including:

●

changes in political, economic or industry conditions, the interest rate environment or conditions affecting the financial and capital markets, including the effects of inflation, trade policies and government regulation;

●

risks associated with possible disruption in our operations or the economy generally due to terrorism, natural disasters, epidemics or other events having a broad impact on the economy;

●

future changes in laws or regulations and conditions in our operating areas; and

●

the risk factors set forth in this Quarterly Report on Form 10-Q, in “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, and in our other filings with the U.S. Securities and Exchange Commission (the “SEC”).

Although we believe that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate, and as a result, the forward-looking statements based on those assumptions also could be inaccurate. In light of these and other uncertainties, the inclusion of a projection or forward-looking statement in this Quarterly Report on Form 10-Q should not be regarded as a representation by us that our plans and objectives will be achieved. These forward-looking statements apply only as of the date of this Quarterly Report on Form 10-Q. Moreover, we assume no duty and do not undertake to update the forward-looking statements, except as required by law.

Part I. Financial Information Series I

Item 1. Financial Statements

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Assets and Liabilities (Unaudited)

	June 30, 2026		December 31, 2025
Assets
Investment in ISQ Open Infrastructure Company LLC - Series II	$	81,990,719	$	35,601,783
Cash		6,743		7,000
Due from Manager - Expense Support		275,614		476,948
Distribution receivable from ISQ Open Infrastructure Company LLC - Series II		897,936		-
Deferred offering costs		57,732		173,197
Total Assets		83,228,744		36,258,928

Liabilities
Distribution payable	$	897,753	$	-
Professional fees payable		173,354		176,749
Organizational costs payable		107,151		268,457
Offering costs payable		62,043		221,784
Accounts payable & accrued expenses		999		-
Total Liabilities	$	1,241,300	$	666,990
Commitments and Contingencies (Note 5)
Net Assets	$	81,987,444	$	35,591,938

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Assets and Liabilities (Unaudited) – continued

	June 30, 2026		December 31, 2025
Net Asset Value Per Share
F-S_TE Shares
Net Assets	$	38,019,759	$	3,235,263
Shares outstanding		1,225,853		107,654
Net asset value per share	$	31.01	$	30.05
F-D_TE Shares
Net Assets	$	12,795,774	$	12,853,300
Shares outstanding		405,809		400,110
Net asset value per share	$	31.53	$	32.12
F-I_TE Shares
Net Assets	$	4,967,794	$	1,319,365
Shares outstanding		154,274		41,020
Net asset value per share	$	32.20	$	32.16
F-J_TE Shares
Net Assets	$	23,473,964	$	18,167,268
Shares outstanding		749,143		578,956
Net asset value per share	$	31.33	$	31.38
S_TE Shares
Net Assets	$	3,385	$	3,462
Shares outstanding		110		110
Net asset value per share	$	30.77	$	31.47
D_TE Shares
Net Assets	$	3,460	$	3,537
Shares outstanding		110		110
Net asset value per share	$	31.45	$	32.15
I_TE Shares
Net Assets	$	3,492	$	3,568
Shares outstanding		110		110
Net asset value per share	$	31.75	$	32.44
J_TE Shares
Net Assets	$	2,717,147	$	3,506
Shares outstanding		86,453		110
Net asset value per share	$	31.43	$	31.87
E_TE Shares
Net Assets	$	2,669	$	2,669
Shares outstanding		81		80
Net asset value per share	$	32.95	$	33.36

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Operations (Unaudited)

	For the three months ended June 30, 2026			For the three months ended June 30, 2025
Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II
Dividend income	$	237,877			-
Interest income (net of tax withholding of $5,773 and $0, respectively)		187,556			-
Professional fees		(557,960	)		-
Interest and loan related fees		(175,546	)		-
Management fees		(149,353	)		-
Amortization of deferred offering costs		(112,286	)		-
Broken deal expenses		(104,255	)		-
Travel and entertainment expenses		(99,715	)		-
Other expenses		(30,573	)		-
Performance participation allocation		(23,598	)		-
Servicing fees		(19,558	)		-
Expenses		-			(695,019	)
Total Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II		(847,411	)		(695,019	)
Less: Expense Support from Manager		(606,333	)		(695,019	)
Net Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II		(241,078	)		-

Expenses
Professional fees	$	85,235			25,719
Amortization of deferred offering costs		57,732			-
Organizational costs		-			65,708
Total Expenses		142,967			91,427
Less: Expense Support from Manager		(100,173	)		(91,427	)
Net Expenses		42,794			-

Net Investment Income (Loss)		(283,872	)		-

Net Realized and Unrealized Gain (Loss) on Investments
Net Change in Unrealized Gain (Loss) on investment allocated from ISQ Open Infrastructure Company LLC - Series II (net of deferred taxes of $275,549 and $0, and current taxes of $24,922 and $0, respectively)		1,296,861			-
Net Change in Unrealized Gain (Loss) on derivative investments allocated from ISQ Open Infrastructure Company LLC - Series II		(27,153	)		-
Net Change in Unrealized Gain (Loss) on foreign currency translation allocated from ISQ Open Infrastructure Company LLC - Series II		158			-
Net Realized and Unrealized Gain (Loss) on Investments		1,269,866			-

Net Increase (Decrease) in Net Assets Resulting from Operations	$	985,994			-

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Operations (Unaudited) – continued

	For the six months ended June 30, 2026			For the period from March 28, 2025 (Funding Date) to June 30, 2025
Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II
Dividend income	$	457,381			-
Interest income (net of tax withholding of $13,124 and $0, respectively)		292,962			-
Professional fees		(982,589	)		-
Performance participation allocation		(490,127	)		-
Interest and loan related fees		(385,859	)		-
Management fees		(242,040	)		-
Amortization of deferred offering costs		(215,266	)		-
Broken deal expenses		(137,054	)		-
Travel and entertainment expenses		(101,122	)		-
Servicing fees		(80,953	)		-
Other expenses		(36,265	)		-
Expenses		-			(1,762,258	)
Total Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II		(1,920,932	)		(1,762,258	)
Less: Expense Support from Manager		(1,077,526	)		(1,762,258	)
Net Investment Income and Expenses Allocated from ISQ Open Infrastructure Company LLC - Series II		(843,406	)		-

Expenses
Professional fees	$	167,578			25,719
Amortization of deferred offering costs		115,465			-
Other expenses		75			-
Organizational costs		-			196,564
Total Expenses		283,118			222,283
Less: Expense Support from Manager		(198,020	)		(222,283	)
Net Expenses		85,098			-

Net Investment Income (Loss)		(928,504	)		-

Net Realized and Unrealized Gain (Loss) on Investments
Net Change in Unrealized Gain (Loss) on investment allocated from ISQ Open Infrastructure Company LLC - Series II (net of deferred taxes of $617,780 and $0, and current taxes of $27,349 and $0, respectively)		2,818,202			-
Net Change in Unrealized Gain (Loss) on derivative investments allocated from ISQ Open Infrastructure Company LLC - Series II		(6,335	)		-
Net Change in Unrealized Gain (Loss) on foreign currency translation allocated from ISQ Open Infrastructure Company LLC - Series II		(661	)		-
Net Realized and Unrealized Gain (Loss) on Investments		2,811,206			-

Net Increase (Decrease) in Net Assets Resulting from Operations	$	1,882,702			-

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Changes in Net Assets (Unaudited)

	F-S_TE Shares			F-D_TE Shares			F-I_TE Shares			F-J_TE Shares			S_TE Shares			D_TE Shares			I_TE Shares			J_TE Shares			E_TE Shares			Total Shareholders’ Equity (Net Assets)
Balance at March 31, 2026	$	16,000,979		$	12,644,572		$	2,314,163		$	22,156,259		$	3,387		$	3,464		$	3,497		$	3,432		$	2,651		$	53,132,404
Consideration from the issuance of shares		22,581,250			-			2,626,375			1,071,625			-			-			-			2,797,000			-			29,076,250
Reinvestment of distributions		100,791			136,454			23,177			227,302			-			-			-			-			27			487,751
Distributions (Note 4)		(419,732	)		(138,949	)		(52,824	)		(256,507	)		(38	)		(38	)		(38	)		(29,601	)		(28	)		(897,755	)
Net increase (decrease) in net assets resulting from capital activity		22,262,309			(2,495	)		2,596,728			1,042,420			(38	)		(38	)		(38	)		2,767,399			(1	)		28,666,246
Net investment loss		(95,534	)		(67,292	)		1,551			(116,823	)		(22	)		(21	)		(21	)		(5,705	)		(5	)		(283,872	)
Net change in unrealized appreciation (depreciation)		588,322			217,711			55,352			402,356			54			54			54			5,939			24			1,269,866
Net increase (decrease) in net assets resulting from operations		492,788			150,419			56,903			285,533			32			33			33			234			19			985,994
Accrued service fees allocated from ISQ Open Infrastructure Company LLC - Series II		(736,317	)		3,278			-			(10,248	)		4			1			-			(53,918	)		-			(797,200	)
Balance at June 30, 2026	$	38,019,759		$	12,795,774		$	4,967,794		$	23,473,964		$	3,385		$	3,460		$	3,492		$	2,717,147		$	2,669		$	81,987,444

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Changes in Net Assets (Unaudited)

	F-STE Shares			F-DTE Shares			F-ITE Shares			F-JTE Shares			STE Shares			DTE Shares			ITE Shares			JTE Shares			ETE Shares			Total Shareholders’ Equity (Net Assets)
Balance at December 31, 2025	$	3,235,263		$	12,853,300		$	1,319,365		$	18,167,268		$	3,462		$	3,537		$	3,568		$	3,506		$	2,669		$	35,591,938
Consideration from the issuance of shares		35,361,933			-			3,606,375			5,041,125			-			-			-			2,797,000			-			46,806,433
Reinvestment of distributions		113,791			180,454			28,661			293,926			-			-			-			-			36			616,868
Distributions (Note 4)		(631,210	)		(319,452	)		(83,260	)		(567,969	)		(87	)		(87	)		(87	)		(29,651	)		(64	)		(1,631,867	)
Net increase (decrease) in net assets resulting from capital activity		34,844,514			(138,998	)		3,551,776			4,767,082			(87	)		(87	)		(87	)		2,767,349			(28	)		45,791,434
Net investment loss		(226,262	)		(262,258	)		(16,382	)		(417,607	)		(80	)		(75	)		(72	)		(5,760	)		(8	)		(928,504	)
Net change in unrealized appreciation (depreciation)		966,874			658,147			116,226			1,118,164			163			163			163			6,049			67			2,866,016
Reallocation of unrealized gain (loss)		356,072			(319,548	)		(3,191	)		(87,792	)		(80	)		(80	)		(80	)		(80	)		(31	)		(54,810	)
Net increase (decrease) in net assets resulting from operations		1,096,684			76,341			96,653			612,765			3			8			11			209			28			1,882,702
Accrued service fees allocated from ISQ Open Infrastructure Company LLC - Series II		(1,156,702	)		5,131			-			(73,151	)		7			2			-			(53,917	)		-			(1,278,630	)
Balance at June 30, 2026	$	38,019,759		$	12,795,774		$	4,967,794		$	23,473,964		$	3,385		$	3,460		$	3,492		$	2,717,147		$	2,669		$	81,987,444

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Changes in Net Assets (Unaudited)

	Total Shareholders’ Equity (Net Assets)
Balance at March 31, 2025	$	2,000
Consideration from the issuance of shares		-
Distributions declared		-
Net increase (decrease) in net assets resulting from capital activity		-
Net investment loss		-
Net change in unrealized appreciation (depreciation)		-
Net increase (decrease) in net assets resulting from operations		-
Accrued service fees
Balance at June 30, 2025	$	2,000

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Changes in Net Assets (Unaudited)

		Total Shareholders’ Equity (Net Assets)
Balance at March 28, 2025 (Funding Date)	$	-
Consideration from the issuance of shares		2,000	⁽¹⁾
Net increase (decrease) in net assets resulting from capital activity		2,000
Net investment loss		-
Net change in unrealized appreciation (depreciation)		-
Net increase (decrease) in net assets resulting from operations		-
Accrued service fees allocated from ISQ Open Infrastructure Company LLC - Series II		-
Balance at June 30, 2025	$	2,000

(1)	Capital activity relates to E_TE Shares.

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Consolidated Statements of Cash Flows (Unaudited)

	For the six months ended June 30, 2026			For the period from March 28, 2025 (Funding Date) to June 30, 2025
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	1,882,702			-
Adjustments to reconcile net increase in net assets resulting from operations to net cash used in operating activities:
Net purchase of limited liability company interests in ISQ Open Infrastructure Company LLC – Series II		(45,699,767	)		(1,000	)
Net investment income and expenses allocated from ISQ Open Infrastructure Company LLC – Series II		843,406			-
Net change in unrealized gain (loss) on investment allocated from ISQ Open Infrastructure Company LLC – Series II		(2,811,206	)		-
Net (increase) decrease in operating assets:
Due from Manager - Expense Support		201,334			(222,283	)
Distribution receivable from ISQ Open Infrastructure Company LLC - Series II		(897,936	)		-
Deferred offering costs		115,465			-
Net increase (decrease) in operating liabilities:
Accounts payable & accrued expenses		999			-
Professional fees payable		(3,395	)		25,719
Offering costs payable		(159,741	)
Organizational costs payable		(161,306	)		196,564
Net cash used in operating activities		(46,689,445	)		(1,000	)

Cash flows from financing activities
Capital contributions		46,806,433			2,000
Distributions paid in cash, net of distribution payable and reinvestment of distributions		(117,245	)		-
Net cash provided by financing activities		46,689,188			2,000

Net increase (decrease) in cash		(257	)		1,000
Cash, beginning of period		7,000			-
Cash, end of period	$	6,743			1,000

Supplemental disclosure of non-cash financing activities
Reinvestment of distributions	$	616,868		$	-

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series I

Notes to Unaudited Consolidated Financial Statements

1.	ORGANIZATION

ISQ Open Infrastructure Company LLC (the “Company”) is a limited liability company that was formed in accordance with the laws of Delaware on January 15, 2025. The Company is a series limited liability company with series established pursuant to Sections 18-215 or 18-218 of the Delaware Limited Liability Company Act (the “LLC Act”). On March 13, 2025, the Company established two registered series of limited liability company interests, ISQ Open Infrastructure Company LLC - Series I (“Series I”) and ISQ Open Infrastructure Company LLC - Series II (“Series II” and together with Series I, “Series”). The purchase of shares of a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. In accordance with the LLC Act, each Series is a separate series of segregated assets and liabilities and corresponding limited liability company interests of the Company.

Series I and Series II are intended to be treated as separate entities for U.S. federal income tax purposes with segregated assets and liabilities. Sections 18-215(c) and 18-218(c)(1) of the LLC Act provide that a Series established in accordance with Section 18-215(b) or 18-218 of the LLC Act, respectively, may carry on any lawful business, purpose or activity, other than the business of banking, and has the power and capacity to, in its own name, contract, hold title to assets (including real, personal and intangible property), grant liens and security interests, and sue and be sued. The Company intends for each Series to conduct its business and enter into contracts in its own name to the extent such activities are undertaken with respect to a particular Series and assets associated with a Series may be held, directly or indirectly, including in the name of such Series, in the name of the Company, through a nominee or otherwise. Under Delaware law, to the extent the records maintained for a Series account for the assets associated with such Series separately from the other assets of the Company or any other Series, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to such Series are segregated and enforceable only against the assets of such Series and not against the assets of the Company generally or any other Series.

Each of Series I and Series II will remain in existence until its certificate of registered series has been cancelled in the manner required by the LLC Act following Series I’s or Series II’s, as applicable, dissolution and the completion of the winding up of such Series in accordance with the Fourth Amended and Restated Limited Liability Company Agreement of the Company (the “LLC Agreement”), the applicable series agreement and Delaware law. On August 11, 2026, the LLC Agreement was amended and restated. See “—Subsequent Events” for additional information.

The Company conducts its operations so that neither Series I nor Series II is required to register as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company primarily seeks to manage joint ventures that own and control private companies, infrastructure assets and infrastructure-related assets located globally but with a focus on North America, Europe and selected growth economies in Asia and Latin America (the “Infrastructure Assets”) with the objective of generating attractive risk-adjusted returns consisting of both current income and long-term capital appreciation.

The Company is conducting a continuous private offering of the shares to (i) accredited investors (as defined in Regulation D under the U.S. Securities Act of 1933 (the “Securities Act”)) and (ii) in the case of shares sold outside the United States, to persons that are not “U.S. persons” (as defined in Regulation S under the Securities Act) in reliance on exemptions from the registration requirements of the Securities Act, including under Regulation D and Regulation S.

The Company is sponsored by I Squared Capital Advisors (US) LLC (together with its subsidiaries and affiliated entities, “I Squared”) and benefits from I Squared’s infrastructure sourcing and portfolio management platform pursuant to a management agreement (the “Management Agreement”), entered into with ISQ OpenInfra Registered Advisor LLC (the “Manager”), an affiliate of I Squared, on September 2, 2025, to support the Company in managing its portfolio of Infrastructure Assets. On August 11, 2026, the Company entered into the Amended and Restated Management Agreement with the Manager. See “—Subsequent Events” for additional information.

In pursuing its investment objective, Series I invests substantially all of its assets in Series II. The portfolio of Series I typically consists solely of Series II shares. Therefore, Series I’s investment results correspond directly to the investment results of Series II. Series II has the same business objective and strategy as Series I. For convenience of the reader, references to Series II’s investments also refer to Series I’s investments (and vice versa), and references to the risks of investing in Series II also refer to the risks of investing in Series I (and vice versa), except as otherwise provided. Series I and Series II are part of a master-feeder fund structure. The feeder fund, Series I, invests substantially all of its assets in the master fund, Series II, through the Blocker (as defined below).

On March 28, 2025 (the “Funding Date”), I Squared contributed $2,000 to Series I. Series I contributed $1,000 to Series II through a blocker, ISQ Open Infrastructure Holdings, L.P. (the “Blocker”), domiciled in the Cayman Islands and Series I and Series II commenced operations. The Blocker is wholly-owned by Series I and has therefore been consolidated. I Squared’s initial contribution to Series I was subsequently converted into Class E_TE shares on September 30, 2025.

2.	SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting— The unaudited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are presented in United States dollars. The Company’s fiscal year end is December 31. In the opinion of management, the accompanying interim financial statements include all adjustments, consisting of normal recurring items, necessary for their fair statement in conformity with U.S. GAAP.

Series I’s unaudited consolidated financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. Series I and Series II qualify as investment companies solely for accounting purposes and not for any other purpose. Series I and Series II are not registered, and are not required to be registered, as investment companies under the Investment Company Act. Series I and Series II follow the significant accounting policies described below.

Basis of Presentation— Series I and Series II are treated as distinct entities under the LLC Act and for U.S. federal income tax purposes, each with its own segregated assets, liabilities, and expenses. If any expenses are incurred on behalf of or for the benefit of either Series, the Manager allocates those expenses among Series based on the relative size of each Series’ investment in the relevant activity or entity, the net asset value of each Series, or another method the Manager, in good faith, deems fair and reasonable.

Basis of Consolidation— As provided under Regulation S-X and ASC 946, the Company generally does not consolidate its investments in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to Series I. Accordingly, Series I consolidated the financial position and results of operations of its wholly-owned subsidiary, the Blocker. All significant intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates— The preparation of the unaudited consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions, in particular the fair value of investments, that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the amounts of income and expenses during the reporting period. Management believes that the estimates utilized in preparing the unaudited consolidated financial statements are reasonable and prudent; however, actual results could differ from those estimates, and such differences could be material to Series I.

Cash and Cash Equivalents— Cash and cash equivalents include cash on hand, cash held in banks and money market funds with financial institutions with maturities of three months or fewer at the time of acquisition. As of June 30, 2026 and December 31, 2025, Series I held cash of $6,743 and $7,000, respectively.

Organizational and Offering Expenses— Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish Series I and enable it legally to do business. Organizational expenses are paid by the Manager, subject to potential recoupment as described in Note 3.

Distribution Fees and Servicing Fees— Series I invests in Series II. As a result, holders of any class of Series I Shares indirectly bear their proportional share of the Distribution and Servicing fees that are charged at the Series II level. These fees are not charged again at the Series I level, but Series I’s share of such fees is allocated to it through its investment in Series II, as further described in the LLC Agreement.

Investments, At Fair Value— The investment valuation policy of Series I is to value its financial instruments at fair value. Series I records its investment in Series II at fair value based on its proportionate interest in the net assets of Series II. Valuation of assets held by Series II is discussed in Note 2 of the notes to Series II unaudited consolidated financial statements.

Investment in Series II— On a monthly basis Series I records its proportionate share of the income, expenses, realized gains and losses and change in unrealized gains and losses of Series II. In addition, Series I accrues its own income and expenses. As of June 30, 2026 and December 31, 2025, Series I owned 25.1% and 22.5% of the net assets of Series II, respectively. The performance of Series I is directly impacted by the performance of Series II. The notes to Series II unaudited consolidated financial statements are attached to Series I unaudited consolidated financial statements and are an integral part of these unaudited consolidated financial statements.

Income Taxes— Series I operates so that it qualifies to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. An entity that is treated as a partnership for U.S. federal tax purposes generally incurs no U.S. federal income tax liability. Instead, each partner is generally required to take into account its allocable share of items of income, gain, loss, deduction, or credit of the entity in computing its U.S. federal income tax liability, regardless of whether cash distributions are made. A partnership, such as each Series, may nonetheless be taxed as a corporation if it is a publicly traded partnership, unless it meets the qualifying income exception. The qualifying income exception applies with respect to a publicly traded partnership if (i) at least 90% of such partnership’s gross income for each taxable year consists of “qualifying income” and (ii) the partnership would not be required to register under the Investment Company Act if it were a U.S. corporation. Qualifying income includes certain interest income, dividends, real property rents, gains from the sale or other disposition of real property, and any gain from the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying income. Each Series is managed such that it meets the qualifying income exception in each taxable year. If either Series were recharacterized as a corporation for federal income tax purposes by not meeting the qualifying income exception, the holders of interest in that Series would then be treated as stockholders in a corporation, and the Series would become taxable as a corporation for U.S. federal income tax purposes. Further, each Series would be subject to U.S. corporate income tax on its net taxable income. In addition, each Series operates, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

Calculation of Net Asset Value— Net asset value (“NAV”) under U.S. GAAP by share class is calculated by subtracting total liabilities for each class from the total carrying amount of all assets for that class, which includes the fair value of investments. At the end of each month, any change in our NAV (whether an increase or decrease) is allocated among each share class based on the relative percentage of the previous aggregate NAV for each share class, adjusted for issuances of shares that were effective on the first calendar day of such month and redemptions that were effective on the last calendar day of such month. NAV per share for each class is calculated by dividing the NAV for that class by the total number of outstanding shares of that class on the reporting date.

The Manager is ultimately responsible for the Company’s NAV calculations.

Due to/Due from Manager— Balances due to or due from the Manager represent amounts payable or receivable arising from reimbursable expenses, fee waivers, expense support arrangements, or other related-party transactions. These amounts are recorded at their contractual amount and are settled in the normal course of business. Amounts due to the Manager are classified as liabilities, and amounts due from the Manager are classified as assets in the Unaudited Consolidated Statements of Assets and Liabilities.

Segment Reporting— The Company operates through a single operating and reporting segment with a primary objective of generating attractive risk-adjusted returns consisting of both current income and long-term capital appreciation. The chief operating decision maker (“CODM”) is comprised of the Company’s Chief Executive Officer and Chief Investment Officer (the “Principal Committee”) which assesses the performance and makes operating decisions of the Company on a consolidated basis. The CODM has concluded that the Company operates as a single operating segment because the Company has a single investment strategy against which the CODM assesses the Company’s performance. In addition to other metrics, the CODM uses net increase (decrease) in net assets resulting from operations as a key metric to assess the Company’s performance. As the Company’s investment operations comprise a single reporting segment, the segment assets are the same assets that are reported in the Unaudited Consolidated Statements of Assets and Liabilities and significant segment expenses are the same as those listed in the Unaudited Consolidated Statements of Operations.

New Accounting Standards— In November 2024, FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 will require additional disclosures about specific types of expenses commonly presented on the statement of operations as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that this change will have on the Company’s consolidated financial statements.

3.	RELATED PARTY TRANSACTIONS

Management Agreement

The Company on behalf of each Series entered into the Management Agreement with the Manager on September 2, 2025. Under the Management Agreement, the Manager is responsible for identifying, assessing, and overseeing the Company’s investment opportunities. The Manager also provides recommendations to the Principal Committee (or a member thereof) acting on behalf of Series II regarding the acquisition, management, financing, and sale of the Company’s assets (including the Infrastructure Assets), in alignment with the Company’s objectives, guidelines, policies, and limitations.

Expense Limitation and Reimbursement Agreement

The Company, on behalf of each Series, entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager on August 11, 2025, pursuant to which the Manager agreed to forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company (and in turn each Series), to the extent necessary through and including June 30, 2026, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company, on behalf of each Series, agreed to carry forward the amount of any forgone management fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager is permitted to recapture a Specified Expense in the same year it is incurred. This arrangement terminated on June 30, 2026. “Specified Expenses” is defined to include all expenses incurred in the business of the Company and each Series, including organizational and offering costs and any costs associated with the transfer of a warehoused Infrastructure Asset to the Company, with the exception of (i) the management fee, (ii) the performance participation allocation, (iii) the servicing fee, (iv) Infrastructure Asset level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Company acquires its first Infrastructure Asset(s) (the “Initial Close”), (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (vii) taxes, (viii) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Close, (ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Manager).

The Manager agreed to reimburse expenses of $198,020, and $642,214 incurred by the Company for the six months ended June 30, 2026, and for the period from the Funding Date to December 31, 2025, respectively, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a five-year period. As of June 30, 2026 and December 31, 2025, the Company recorded $275,614 and $476,948, respectively, as Due from Manager.

The Manager believes that it is not probable for Series I to be required to reimburse the expenses waived by the Manager.

For the Period Ended:	Amount		Last Expiration Date
December 31, 2025	$	642,214	December 31, 2030
March 31, 2026		97,847	March 31, 2031
June 30, 2026		100,173	June 30, 2031
Total	$	840,234

Excluded from the amounts above are $606,333, $1,077,526 and $1,287,838 of Expense Support from Manager for the three and six months ended June 30, 2026 and for the period from the Funding Date to December 31, 2025, respectively. These amounts represent Series I’s proportionate share of reimbursements that are allocated to it through its investment in Series II and included within the Unaudited Consolidated Statements of Operations within the net investment income and expenses allocated from Series II.

Organizational Expenses and Offering Expenses

Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish Series I and enable it legally to do business. Organizational expenses are paid by the Manager, subject to potential recoupment. For the three and six months ended June 30, 2025, Series I incurred organizational expenses of $656,241 and $1,854,336, respectively, related to legal, accounting, regulatory filings, and other out-of-pocket costs associated with the formation of Series I and its intermediate entities. The amounts for the three and six months ended June 30, 2025 were previously included in expenses on the Unaudited Consolidated Statements of Operations for the three months ended June 30, 2025 and for the period from March 28, 2025 to June 30, 2025. Certain of these organizational expenses were initially paid by the Manager on behalf of Series I. For the three and six months ended June 30, 2026, Series I did not incur organizational expenses associated with the formation of Series I and its intermediate entities.

Pursuant to the Company’s governing documents, the Company reimburses the Manager for organizational expenses incurred prior to the commencement of operations, subject to the terms of the Expense Limitation Agreement.

Offering expenses include registration fees and legal fees regarding the preparation of the general form of registration of securities. Offering expenses are accounted for as deferred costs until operations begin. Offering expenses are then amortized over the first twelve months of operations on a straight-line basis. For the six months ended June 30, 2026, Series I did not incur any offering expenses. For the period from the Funding Date to June 30, 2025, Series I incurred $196,119 in offering expenses. For the three and six months ended June 30, 2026, Series I amortized $57,732 and $115,465 of deferred offering expenses, respectively.

4.	SHAREHOLDERS’ EQUITY

Unregistered Sales of Equity Securities

The following tables show a summary of the Shares issued and redeemed for the three and six months ended June 30, 2026:

	Shares Outstanding as of March 31, 2026		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2026
F-S_TE Shares		517,755		704,968		-		3,130		-		-		1,225,853
F-D_TE Shares		401,563		-		-		4,246		-		-		405,809
F-I_TE Shares		72,324		81,232		-		718		-		-		154,274
F-J_TE Shares		708,472		33,609		-		7,062		-		-		749,143
S_TE Shares		110		-		-		-		-		-		110
D_TE Shares		110		-		-		-		-		-		110
I_TE Shares		110		-		-		-		-		-		110
J_TE Shares		110		86,343		-		-		-		-		86,453
E_TE Shares		80		-		-		1		-		-		81

	Shares Outstanding as of December 31, 2025		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2026
F-S_TE Shares		107,654		1,114,640		-		3,559		-		-		1,225,853
F-D_TE Shares		400,110		-		-		5,699		-		-		405,809
F-I_TE Shares		41,020		112,355		-		899		-		-		154,274
F-J_TE Shares		578,956		160,929		-		9,258		-		-		749,143
S_TE Shares		110		-		-		-		-		-		110
D_TE Shares		110		-		-		-		-		-		110
I_TE Shares		110		-		-		-		-		-		110
J_TE Shares		110		86,343		-		-		-		-		86,453
E_TE Shares		80		-		-		1		-		-		81

For the six months ended June 30, 2026, Series I issued such Shares for an aggregate consideration of $46,806,433. The offer and sale of the Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

The following tables show a summary of the Shares issued and redeemed for the three months ended June 30, 2025, and during the period from the Funding Date to June 30, 2025:

	Shares Outstanding as of March 31, 2025		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2025
F-S_TE Shares		-		-		-		-		-		-		-
F-D_TE Shares		-		-		-		-		-		-		-
F-I_TE Shares		-		-		-		-		-		-		-
F-J_TE Shares		-		-		-		-		-		-		-
S_TE Shares		-		-		-		-		-		-		-
D_TEShares		-		-		-		-		-		-		-
I_TE Shares		-		-		-		-		-		-		-
J_TE Shares		-		-		-		-		-		-		-
E_TE Shares		80		-		-		-		-		-		80

	Shares Outstanding at Formation		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2025
F-S_TE Shares		-		-		-		-		-		-		-
F-D_TE Shares		-		-		-		-		-		-		-
F-I_TE Shares		-		-		-		-		-		-		-
F-J_TE Shares		-		-		-		-		-		-		-
S_TE Shares		-		-		-		-		-		-		-
D_TE Shares		-		-		-		-		-		-		-
I_TE Shares		-		-		-		-		-		-		-
J_TE Shares		-		-		-		-		-		-		-
E_TE Shares		-		80		-		-		-		-		80

For the period from the Funding Date to June 30, 2025, Series I issued such Shares for an aggregate consideration of $2,000. The offer and sale of the Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Distributions

Beginning with the end of the first full calendar quarter in which the Shares were sold to non-affiliates of I Squared, Series I seeks to declare, accrue and pay quarterly distributions. However, there is no guarantee that Series I will pay quarterly distributions consistently and at a specific rate, or at all. No distributions were declared for the period from the Funding Date to June 30, 2025. For the six months ended June 30, 2026, Series I made the following distributions:

January 30, 2026

Class	Net Distribution Per Share
F-S_TEShares	$	0.1100
F-D_TE Shares	$	0.1100
F-I_TE Shares	$	0.1100
F-J_TE Shares	$	0.1100
S_TE Shares	$	0.1100
D_TE Shares	$	0.1100
I_TE Shares	$	0.1100
J_TE Shares	$	0.1100
E_TE Shares	$	0.1100

March 31, 2026

Class	Net Distribution Per Share
F-S_TEShares	$	0.3399
F-D_TE Shares	$	0.3399
F-I_TE Shares	$	0.3399
F-J_TE Shares	$	0.3399
S_TE Shares	$	0.3399
D_TE Shares	$	0.3399
I_TE Shares	$	0.3399
J_TE Shares	$	0.3399
E_TE Shares	$	0.3399

June 30, 2026

Class	Net Distribution Per Share
F-S_TEShares	$	0.3424
F-D_TE Shares	$	0.3424
F-I_TE Shares	$	0.3424
F-J_TE Shares	$	0.3424
S_TE Shares	$	0.3424
D_TE Shares	$	0.3424
I_TE Shares	$	0.3424
J_TE Shares	$	0.3424
E_TEShares	$	0.3424

Distribution Reinvestment Plan

The Company adopted a distribution reinvestment plan (the “DRIP”), in which cash distributions to shareholders are automatically reinvested in additional whole and fractional shares attributable to the type of Shares that a shareholder owns unless and until an election is made on behalf of such participating shareholder to withdraw from the DRIP and receive distributions in cash. The number of Shares to be received when distributions are reinvested is determined by dividing the amount of the distribution, net of any applicable withholding taxes, by the Company’s or a Series’ NAV per share as of the end of the prior month. Shares are distributed in proportion to Series and types of Shares held by the shareholder under the DRIP. There is no sales load charge on Shares issued to a shareholder under the DRIP.

For the three and six months ended June 30, 2026, Series I issued the below Shares under the DRIP. For the three and six months ended June 30, 2025, Series I did not issue any Shares under the DRIP.

Class	Shares Reinvested		Dollars Reinvested
F-S_TEShares		3,130	$	100,791
F-D_TE Shares		4,246	$	136,454
F-I_TE Shares		718	$	23,176
F-J_TE Shares		7,062	$	227,303
S_TE Shares		-	$	-
D_TE Shares		-	$	-
I_TE Shares		-	$	-
J_TE Shares		-	$	-
E_TE Shares		1	$	27
Total		15,157		487,751

Class	Shares Reinvested		Dollars Reinvested
F-S_TEShares		3,559	$	113,791
F-D_TE Shares		5,699	$	180,454
F-I_TE Shares		899	$	28,661
F-J_TE Shares		9,258	$	293,926
S_TE Shares		-	$	-
D_TE Shares		-	$	-
I_TE Shares		-	$	-
J_TE Shares		-	$	-
E_TE Shares		1	$	36
Total		19,416		616,868

Share Redemption Program

Series I offers a share redemption program pursuant to which, on a quarterly basis, shareholders may request that the Company redeem all or any portion of their Shares. Series I may redeem fewer Shares than have been requested in any particular quarter to be redeemed under Series I’s share redemption program, or none at all, in the discretion of the board of directors (the “Board”) at any time. The Company expects that Series I will conduct quarterly Share redemptions (each, a “Share Redemption”) for up to 5.0% of the Company’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding calendar quarter), without duplication. Per our share redemption program, requests for redemption are subject to an early redemption fee (the “Early Redemption Fee”) of 5% of the NAV of the Shares redeemed from a Shareholder if Shares are redeemed within 24 months of the original issue date of such Shares. Any Early Redemption Fee benefits Series I. Aggregate NAV is reflective of Series I NAV which consists of all the underlying assets of Series II. For both the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, Series I did not redeem any Shares under the share redemption program.

5.	COMMITMENTS AND CONTINGENCIES

The Company and Series were not subject to any litigation nor were the Company and Series aware of any material litigation threatened against them.

Indemnifications

Under the LLC Agreement and organizational documents, members of each Series’ Board, the Manager, I Squared, and their respective affiliates, directors, officers, representatives, agents and employees are indemnified against all liabilities unless these persons’ actions constitute actual fraud or willful misconduct. In the normal course of business, the Company (on behalf of each Series) enters into contracts that contain a variety of representations and that provide general indemnifications. Each Series’ maximum liability exposure under these arrangements is unknown, as future claims that have not yet occurred may be made against either Series.

6.	FINANCIAL HIGHLIGHTS

The following are the financial highlights for the six months ended June 30, 2026:

	F-S_TE Shares			F-D_TE Shares			F-I_TE Shares			F-J_TE Shares			S_TE Shares			D_TE Shares			I_TE Shares			J_TE Shares			E_TE Shares
Per Share Data:
Net asset value at beginning of period	$	30.05		$	32.12		$	32.16		$	31.38		$	31.47		$	32.15		$	32.44		$	31.87		$	33.36

Premium/(Discount) on issuance of shares		1.84			0.00			(0.24	)		(0.03	)		0.00			(0.01	)		(0.01	)		3.34			0.05
Distributions declared (1)		(0.79	)		(0.79	)		(0.79	)		(0.79	)		(0.79	)		(0.79	)		(0.79	)		(0.79	)		(0.79	)
Service fees		(1.51	)		0.01			-			(0.10	)		0.06			0.02			-			(3.01	)		-

Net investment income (2)		(0.30	)		(0.65	)		(0.18	)		(0.59	)		(0.72	)		(0.67	)		(0.65	)		(0.32	)		(0.11	)
Net realized and unrealized gain/(loss) (3)		1.26			1.63			1.29			1.58			1.48			1.48			1.49			0.34			0.83
Reallocation of unrealized gain/(loss)		0.46			(0.79	)		(0.04	)		(0.12	)		(0.73	)		(0.73	)		(0.73	)		-			(0.39	)
Net increase (decrease) in net assets resulting from operations		1.42			0.19			1.07			0.87			0.03			0.08			0.11			0.02			0.33

Net asset value at end of period	$	31.01		$	31.53		$	32.20		$	31.33		$	30.77		$	31.45		$	31.75		$	31.43		$	32.95
Shares outstanding at end of period		1,225,853			405,809			154,274			749,143			110			110			110			86,453			81
Weighted average shares outstanding		766,822			402,745			89,811			709,456			110			110			110			17,884			80
Ratio/Supplemental Data:
Net assets at end of period	$	38,019,759		$	12,795,774		$	4,967,794		$	23,473,964		$	3,385		$	3,460		$	3,492		$	2,717,147		$	2,669
Ratio to average net assets (4)(5)
Total expenses before expense support		8.27	%		10.79	%		7.76	%		10.43	%		10.87	%		10.33	%		10.12	%		10.14	%		3.93	%
Total expenses after expense support		4.22	%		6.64	%		3.65	%		6.25	%		7.01	%		6.56	%		6.38	%		5.75	%		1.89	%
Net investment loss (5)		-1.90	%		-4.16	%		-1.15	%		-3.78	%		-4.69	%		-4.30	%		-4.14	%		-2.05	%		-0.68	%
Total return (6)		5.83	%		0.63	%		2.59	%		2.37	%		0.29	%		0.29	%		0.32	%		1.11	%		1.15	%

(1)

The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transaction (refer to Note 4).

(2)

The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)

The amount shown at this caption is the balancing amount derived from the other figures in the table. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in investments for the period because of the timing of sales of Series I shares in relation to fluctuating market value for the portfolio.

(4)

Actual results may not be indicative of future results. Additionally, an individual shareholder's ratio may vary from the ratios presented for a share class as a whole.

(5)

The ratios were derived using the simple average net assets during the applicable period.

(6)

The total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period, and assumes any distributions are reinvested in accordance with our distribution reinvestment plan. The Series I performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Series I shares.

The financial highlights for the period from the Funding Date to June 30, 2025 are not shown as Series I had not yet commenced investment operations.

7.	SUBSEQUENT EVENTS

Management has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined to disclose the following subsequent events and transactions.

Unregistered Sales of Equity Securities

In July 2026, Series I issued 105,273 Shares for total aggregate net consideration of $3,372,000. The offer and sale of such Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Fifth Amended and Restated Limited Liability Company Agreement

On August 11, 2026, by a written consent, ISQ Holdings, LLC, as Series I controlling shareholder, and the Blocker, as the Series II controlling shareholder, approved the Fifth Amended and Restated Limited Liability Company Agreement (the “Fifth A&R LLCA”). On August 11, 2026, the Fifth A&R LLCA was executed, which amended and restated the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of August 11, 2025.

The amendment and restatement effects certain changes, including, among other things (i) modifying the indemnification provisions, (ii) revising the conflicts of interest provisions, (iii) replacing the subjective good faith standard of conduct with an objective standard of reasonableness, and (iv) requiring the approval of a majority of shareholders to approve certain amendments.

Management Agreement

On August 11, 2026, the Company entered into the Amended and Restated Management Agreement (the “A&R Management Agreement”) with the Manager. The Manager is an affiliate of I Squared and the Company. On August 11, 2026, the A&R Management Agreement was executed, which amended and restated the Company’s Management Agreement, dated as of September 2, 2025.

The amendment and restatement effects certain changes, including, among other things, expanding the definition of “Cause Event” to broaden the scenarios under which the Company may terminate the A&R Management Agreement without payment of a termination fee to the Manager.

There are no other events that require disclosure or adjustment to the unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Assets and Liabilities (Unaudited)

	June 30, 2026		December 31, 2025
Assets
Investments at fair value (Cost $274,061,878 and $139,937,414, respectively)	$	331,896,186	$	183,179,945
Cash and cash equivalents		23,747,560		2,277,971
Due from Manager - Expense Support		1,667,568		4,360,335
Deferred financing costs		826,837		-
Deferred offering costs		441,226		1,323,678
Prepaid expenses and other assets		184,827		158,043
Prepaid income tax		6,769		-
Total Assets		358,770,973		191,299,972

Liabilities
Deferred tax liability	$	11,288,835	$	8,733,421
Servicing fees payable		6,472,261		2,961,570
Performance participation allocation payable		5,127,824		3,415,609
Distribution payable		3,565,634		-
Professional fees payable		2,805,758		164,062
Organizational costs payable		790,379		2,559,348
Promissory Notes (net of debt issuance costs of $136,150 and $167,226, respectively)		721,850		690,774
Management fees payable		556,484		212,689
Offering costs payable		478,177		1,734,837
Accounts payable & accrued expenses		288,591		465,045
Interest payable		190,821		1,694,183
Current income tax payable		39,016		-
Derivative liabilities at fair value		24,605		-
Loan payable		-		10,510,000
Total Liabilities	$	32,350,235	$	33,141,538
Commitments and Contingencies (Note 9)
Net Assets	$	326,420,738	$	158,158,434

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Assets and Liabilities (Unaudited) - continued

	June 30, 2026		December 31, 2025
Net Asset Value Per Share
F-S_TE Shares
Net Assets	$	38,018,838	$	3,231,299
Shares outstanding		1,191,472		105,792
Net asset value per share	$	31.91	$	30.54
F-D_TE Shares
Net Assets	$	12,817,846	$	12,878,001
Shares outstanding		405,755		400,100
Net asset value per share	$	31.59	$	32.19
F-I_TE Shares
Net Assets	$	4,963,116	$	1,319,688
Shares outstanding		152,528		40,677
Net asset value per share	$	32.54	$	32.44
F-J_TE Shares
Net Assets	$	23,462,815	$	18,158,680
Shares outstanding		738,981		572,307
Net asset value per share	$	31.75	$	31.73
S_TE Shares
Net Assets	$	3,060	$	3,136
Shares outstanding		100		100
Net asset value per share	$	30.60	$	31.36
D_TE Shares
Net Assets	$	3,136	$	3,212
Shares outstanding		100		100
Net asset value per share	$	31.36	$	32.12
I_TE Shares
Net Assets	$	3,168	$	3,243
Shares outstanding		100		100
Net asset value per share	$	31.68	$	32.43
J_TE Shares
Net Assets	$	2,717,390	$	3,180
Shares outstanding		86,651		100
Net asset value per share	$	31.36	$	31.80
E_TE Shares
Net Assets	$	1,350	$	1,344
Shares outstanding		41		40
Net asset value per share	$	32.93	$	33.60
F-S Shares
Net Assets	$	63,342,664	$	13,513,460
Shares outstanding		2,036,534		448,694
Net asset value per share	$	31.10	$	30.12
F-I Shares
Net Assets	$	26,926,148	$	6,660,049
Shares outstanding		834,780		207,668
Net asset value per share	$	32.26	$	32.07

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Assets and Liabilities (Unaudited) - continued

	June 30, 2026		December 31, 2025
F-J Shares
Net Assets	$	133,569,315	$	89,697,782
Shares outstanding		4,252,997		2,862,789
Net asset value per share	$	31.41	$	31.33
I Shares
Net Assets	$	320,702	$	-
Shares outstanding		13,000		-
Net asset value per share	$	24.67	$	-
J Shares
Net Assets	$	4,555,475	$	-
Shares outstanding		187,442		-
Net asset value per share	$	24.30	$	-
E Shares
Net Assets	$	15,715,715	$	12,685,360
Shares outstanding		466,420		377,933
Net asset value per share	$	33.69	$	33.57

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Operations (Unaudited)

	For the three months ended June 30, 2026			For the three months ended June 30, 2025
Income
Dividend income	$	944,193			-
Interest income (net of tax withholding of $22,915 and $0, respectively)		736,470			-
Total Income		1,680,663			-

Expenses
Professional fees	$	2,195,458			104,486
Interest and loan related fees		694,558			-
Management fees		556,484			-
Amortization of deferred offering costs		441,226			-
Broken deal expenses		412,002			-
Travel and entertainment expenses		395,791			-
Other expenses		120,794			-
Servicing fees		68,228			-
Performance participation allocation		44,204			-
Organizational costs		-			590,533
Total Expenses		4,928,745			695,019
Less: Expense Support from Manager		(2,392,865	)		(695,019	)
Net Expenses		2,535,880			-

Net Investment Income (Loss)		(855,217	)		-

Net Realized and Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments (net of deferred taxes of $1,083,315 and $0, and current taxes of $99,309 and $0, respectively)		5,095,016			-
Net change in unrealized gain (loss) on derivative investments		(123,622	)		-
Net change in unrealized gain (loss) on foreign currency translation		639			-
Net Realized and Unrealized Gain (Loss) on Investments		4,972,033			-

Net Increase (Decrease) in Net Assets Resulting from Operations	$	4,116,816			-

See notes to unaudited consolidated financial statements

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Operations (Unaudited) - continued

	For the six months ended June 30, 2026			For the period from March 28, 2025 (Funding Date) to June 30, 2025
Income
Dividend income		1,888,386		$	-
Interest income (net of tax withholding of $54,535 and $0, respectively)		1,210,635			-
Total Income		3,099,021			-

Expenses
Professional fees		4,016,110		$	104,486
Performance participation allocation		1,712,216			-
Interest and loan related fees		1,597,024			-
Management fees		929,209			-
Amortization of deferred offering costs		882,452			-
Broken deal expenses		553,255			-
Travel and entertainment expenses		401,842			-
Servicing fees		295,782			-
Other expenses		145,164			-
Organizational costs		-			1,657,772
Total Expenses		10,533,054			1,762,258
Less: Expense Support from Manager		(4,409,942	)		(1,762,258	)
Net Expenses		6,123,112			-

Net Investment Income (Loss)		(3,024,091	)		-
Net Realized and Unrealized Gain (Loss) on Investments
Net change in unrealized gain (loss) on investments (net of deferred taxes of $2,555,414 and $0, and current taxes of $189,018 and $0, respectively)		11,847,346			-
Net change in unrealized gain (loss) on derivative investments		(24,605	)		-
Net change in unrealized gain (loss) on foreign currency translation		(2,997	)		-
Net Realized and Unrealized Gain (Loss) on Investments		11,819,744			-

Net Increase (Decrease) in Net Assets Resulting from Operations		8,795,653		$	-

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Changes in Net Assets (Unaudited)

	F-STE Shares			F-DTE Shares			F-ITE Shares			F-JTE Shares			STE Shares			DTE Shares			ITE Shares			JTE Shares			ETE Shares			F-S Shares			F-I Shares			F-J Shares			I Shares			J Shares			E Shares			Total Shareholders’ Equity (Net Assets)
Balance at March 31, 2026	$	16,004,763		$	12,669,163		$	2,309,661		$	22,149,653		$	3,062		$	3,140		$	3,173		$	3,108		$	1,329		$	23,504,962		$	12,850,624		$	124,405,216		$	-		$	-		$	15,176,348		$	229,084,202
Consideration from the issuance of shares		22,581,250			-			2,626,375			1,071,625			-			-			-			2,797,000			-			40,975,057			13,908,896			8,023,000			325,000			4,696,750			306,500			97,311,453
Reinvestment of distributions		100,791			136,454			23,177			227,302			-			-			-			-			27			136,805			71,888			1,005,293			-			-			144,586			1,846,323
Distributions declared (Note 8)		(444,345	)		(148,523	)		(55,092	)		(274,207	)		(40	)		(40	)		(40	)		(29,604	)		(29	)		(697,309	)		(285,829	)		(1,456,226	)		(4,451	)		(64,180	)		(159,706	)		(3,619,621	)
Net increase (decrease) in net assets resulting from capital activity		22,237,696			(12,069	)		2,594,460			1,024,720			(40	)		(40	)		(40	)		2,767,396			(2	)		40,414,553			13,694,955			7,572,067			320,549			4,632,570			291,380			95,538,155
Net investment gain (loss)		(75,625	)		(60,238	)		3,643			(103,665	)		(20	)		(19	)		(19	)		(5,135	)		(1	)		29,173			(21,896	)		(605,349	)		8			(3,871	)		(12,203	)		(855,217	)
Net change in unrealized appreciation (depreciation)		588,321			217,712			55,352			402,355			54			54			54			5,939			24			730,235			402,465			2,291,867			145			17,266			260,190			4,972,033
Net increase (decrease) in net assets resulting from operations		512,696			157,474			58,995			298,690			34			35			35			804			23			759,408			380,569			1,686,518			153			13,395			247,987			4,116,816
Accrued service fees		(736,317	)		3,278			-			(10,248	)		4			1			-			(53,918	)		-			(1,336,259	)		-			(94,486	)		-			(90,490	)		-			(2,318,435	)
Balance at June 30, 2026	$	38,018,838		$	12,817,846		$	4,963,116		$	23,462,815		$	3,060		$	3,136		$	3,168		$	2,717,390		$	1,350		$	63,342,664		$	26,926,148		$	133,569,315		$	320,702		$	4,555,475		$	15,715,715		$	326,420,738

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Changes in Net Assets (Unaudited)

	F-S_TE Shares			F-D_TE Shares			F-I_TE Shares			F-J_TE Shares			S_TE Shares			D_TE Shares			I_TE Shares			J_TE Shares			E_TE Shares			F-S Shares			F-I Shares			F-J Shares			I Shares			J Shares			E Shares			Total Shareholders’ Equity (Net Assets)
Balance at December 31, 2025	$	3,231,299		$	12,878,001		$	1,319,688		$	18,158,680		$	3,136		$	3,212		$	3,243		$	3,180		$	1,344		$	13,513,460		$	6,660,049		$	89,697,782		$	-		$	-		$	12,685,360		$	158,158,434
Consideration from the issuance of shares		35,361,933			-			3,606,375			5,041,125			-			-			-			2,797,000			-			50,768,526			20,007,206			42,282,058			325,000			4,696,750			2,744,000			167,629,973
Reinvestment of distributions		113,791			180,454			28,661			293,926			-			-			-			-			36			168,998			86,810			1,286,220			-			-			186,660			2,345,556
Distributions declared (Note 8)		(658,611	)		(340,341	)		(92,112	)		(602,472	)		(92	)		(92	)		(92	)		(29,656	)		(66	)		(1,012,393	)		(450,688	)		(3,176,584	)		(4,451	)		(64,180	)		(357,252	)		(6,789,082	)
Net increase (decrease) in net assets resulting from capital activity		34,817,113			(159,887	)		3,542,924			4,732,579			(92	)		(92	)		(92	)		2,767,344			(30	)		49,925,131			19,643,328			40,391,694			320,549			4,632,570			2,573,408			163,186,447
Net investment gain (loss)		(195,817	)		(244,000	)		(12,531	)		(385,664	)		(74	)		(68	)		(66	)		(5,187	)		-			(172,561	)		(87,350	)		(1,911,198	)		8			(3,871	)		(5,712	)		(3,024,091	)
Net change in unrealized appreciation (depreciation)		966,873			658,149			116,226			1,118,163			163			162			163			6,050			67			1,380,922			707,669			6,129,220			145			17,266			718,506			11,819,744
Reallocation of unrealized gain (loss)		356,072			(319,548	)		(3,191	)		(87,792	)		(80	)		(80	)		(80	)		(80	)		(31	)		333,797			2,452			(25,592	)		-			-			(255,847	)		-
Net increase (decrease) in net assets resulting from operations		1,127,128			94,601			100,504			644,707			9			14			17			783			36			1,542,158			622,771			4,192,430			153			13,395			456,947			8,795,653
Accrued service fees		(1,156,702	)		5,131			-			(73,151	)		7			2			-			(53,917	)		-			(1,638,085	)		-			(712,591	)		-			(90,490	)		-			(3,719,796	)
Balance at June 30, 2026	$	38,018,838		$	12,817,846		$	4,963,116		$	23,462,815		$	3,060		$	3,136		$	3,168		$	2,717,390		$	1,350		$	63,342,664		$	26,926,148		$	133,569,315		$	320,702		$	4,555,475		$	15,715,715		$	326,420,738

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Changes in Net Assets (Unaudited)

	Total Shareholders’ Equity (Net Assets)
Balance at March 31, 2025	$	1,000
Consideration from the issuance of shares		-
Distributions declared		-
Net increase (decrease) in net assets resulting from capital activity		-
Net investment loss		-
Net change in unrealized appreciation (depreciation)		-
Net increase (decrease) in net assets resulting from operations		-
Accrued service fees
Balance at June 30, 2025	$	1,000

See notes to unaudited consolidated financial statements

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Changes in Net Assets (Unaudited)

	Total Shareholders’ Equity (Net Assets)
Balance at March 28, 2025 (Funding Date)	$	-
Consideration from the issuance of shares		1,000	⁽¹⁾
Distributions declared		-
Net increase (decrease) in net assets resulting from capital activity		1,000
Net investment loss		-
Net change in unrealized appreciation (depreciation)		-
Net increase (decrease) in net assets resulting from operations		-
Accrued service fees
Balance at June 30, 2025	$	1,000

(1)	Capital activity relates to E_TE Shares.

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Statements of Cash Flows (Unaudited)

	For the six months ended June 30, 2026			For the period from March 28, 2025 (Funding Date) to June 30, 2025
Cash flows from operating activities
Net increase (decrease) in net assets resulting from operations	$	8,795,653		$	-
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash used in operating activities:
Purchases of investments		(142,091,323	)		-
Proceeds on investments		8,151,373
Payment-in-kind interest capitalized		(144,803	)		-
Non-cash accretion of discount		(39,711	)		-
Net change in unrealized (gain) loss on investments		(14,591,778	)		-
Net change in unrealized (gain) loss on derivative investments		24,605			-
Amortization of deferred offering costs		882,452			-
Amortization/accretion of servicing fees		295,782			-
Amortization of debt issuance costs		31,077			-
Amortization of debt financing costs		23,291			-
Net (increase) decrease in operating assets:
Due from Manager - Expense Support		2,692,767			(1,762,258	)
Prepaid expenses and other assets		(26,784	)		-
Prepaid income tax		(6,769	)		-
Net increase (decrease) in operating liabilities:
Professional fees payable		2,641,696			104,486
Deferred tax liability		2,555,414			-
Performance participation allocation payable		1,712,215			-
Management fees payable		343,795			-
Current income tax payable		39,016			-
Accounts payable & accrued expenses		(176,454	)		-
Offering costs payable		(1,256,660	)		-
Interest payable		(1,503,362	)		-
Organizational costs payable		(1,768,969	)		1,657,772
Net cash used in operating activities		(133,417,477	)		-

Cash flows from financing activities
Capital contributions		167,629,973			1,000
Distributions paid in cash, net of distribution payable and reinvestment of distributions		(877,892	)		-
Borrowings from loans		22,420,955			-
Repayment of loans		(32,930,955	)		-
Servicing fees paid		(504,887	)		-
Deferred financing costs paid		(850,128	)		-
Net cash provided by financing activities		154,887,066			1,000

Net increase (decrease) in cash		21,469,589			1,000
Cash and cash equivalents, beginning of period		2,277,971			-
Cash and cash equivalents, end of period	$	23,747,560		$	1,000
Supplemental disclosure of cash flow information
Cash paid for income taxes	$	156,772		$	-
Cash paid for interest	$	318,218		$	-

Supplemental disclosure of non-cash financing activities
Reinvestment of distributions	$	2,345,556		$	-

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Schedule of Investments as of June 30, 2026 (Unaudited)

Investments in Portfolio Companies	Interest Rate	Maturity Date	Type of Investment	Industry	Principal		Cost		Fair Value		Fair Value as a Percentage of Net Assets
Debt Investments
North America
Galaxy Helios I LLC (1)(2)	SOFR + 4.75% Cash	8/15/2028	Delayed Draw Term Loan	Data Center	$	6,039,317	$	5,911,867	$	6,039,317		1.9	%
Pelican Power LLC (1)(3)	SOFR + 5.50% Cash	8/29/2030	Term Loan	Utilities	$	7,753,333		7,753,333		7,779,995		2.4	%
Total North America								13,665,200		13,819,312		4.3	%

Europe
Substantial Holdco Limited (4)	8.00% Cash 4.00% PIK	4/20/2030	Delayed Draw Term Loan	Telecommunications	£	4,574,143		6,119,441		6,071,031		1.9	%
Total Europe								6,119,441		6,071,031		1.9	%
Total Debt Investments							$	19,784,641	$	19,890,343		6.2	%

Investments in Portfolio Companies	Asset	Type of Investment	Industry	Ownership % of Investment			Cost		Fair Value		Fair Value as a Percentage of Net Assets
Equity Investments
North America
ENTEK Technology Holdings LLC (5)	Equity Interest Held Through ISQ Liberty Aggregator, L.P.	Common Stock	Conventional Energy		7.66	%	$	32,224,579	$	35,142,418		10.8	%
Ezee Fiber Texas, LLC (5)	Equity Interest Held Through ISQGIF III U.S. AIV Telecom Aggregator, L.P.	Common Stock	Telecommunications		1.35	%		23,500,000		25,910,570		7.9	%
Liberty Tire Recycling LLC (5)	Equity Interest Held Through ISQ Eagle Aggregator L.P.	Common Stock	Environmental Infrastructure		3.90	%		40,195,508		42,488,212		13.0	%
Matterhorn Express Pipeline LLC (5)	Equity Interest Held Through ISQ Spyder Aggregator, L.P.	Common Stock	Energy Transportation		6.92	%		34,031,465		47,692,703		14.6	%
Summit School Services (5)	Equity Interest Held Through ISQ Bus Aggregator, L.P.	Common Stock	Transportation		8.16	%		19,345,247		25,957,442		8.0	%
Transport Equipment Network (TEN), LLC (6)	Equity Interest Held Through Transportation Equipment Network (TEN), LLC	Common Stock	Transportation		6.29	%		57,500,000		87,329,928		26.7	%
Mercury Data Center Holdings Limited (7)	Equity Interest Held Through Mercury Data Center Fund III Aggregator, LLC	Common Stock	Data Center		0.55	%		10,000,000		10,341,481		3.1	%
Ramudden Global AB	Equity Interest Held Through Cube Safety Aggregator, L.P.	Common Stock	Traffic Control & Monitoring		1.33	%		19,480,438		19,143,089		5.9	%
ISQ Orchid Fund, L.P. (8)	Equity Interest Held Through ISQ Company Holdings, LLC	Common Stock	Power & Utilities		2.96	%		18,000,000		18,000,000		5.5	%
Total North America								254,277,237		312,005,843		95.5	%
Total Equity Investments							$	254,277,237	$	312,005,843		95.5	%
Total Investments, at fair value							$	274,061,878	$	331,896,186		101.7	%

Derivative Investments	Notional Amount		Cost		Fair Value
Foreign Currency Contracts
Purchase U.S. dollar/Sell British pound		5,698,882	$	-	$	(8,304	)	-	%
Purchase U.S. dollar/Sell Euro		2,294,662		-		(15,601	)	-	%
Purchase British pound/Sell U.S. dollar		119,454		-		(700	)	-	%
Total Forward Currency Contracts				-		(24,605	)	-	%
Total Derivative Investments, at fair value				-		(24,605	)	-	%

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Schedule of Investments as of June 30, 2026 (Unaudited) - continued

Cash Equivalents	Type of Investment	Shares		Cost		Fair Value		Fair Value as a Percentage of Net Assets
Cash Equivalents
Money Market Fund
JPMorgan U.S. Government Money Market Fund	Cash Equivalents		22,654,461	$	22,654,461	$	22,654,461		6.9	%
Total Cash Equivalents					22,654,461		22,654,461		6.9	%

Total Investments and Cash Equivalent				$	296,716,339	$	354,526,042		108.6	%

(1)	Floating rate note. Rate shown is the rate at June 30, 2026.

(2)	Includes a delayed draw term loan component where an additional principal of $627,350 is unfunded as of June 30, 2026. The unfunded loan commitment rate is 0.75%.

(3)	Investment contains a 2.00% floor rate at June 30, 2026.

(4)	Includes a delayed draw term loan component where an additional principal of £1,134,615 is unfunded as of June 30, 2026. The unfunded loan commitment rate is 2.00%.

(5)

Series II holds its investments in Portfolio Companies indirectly through the Assets noted in the schedule above.

(6)

Series II holds its investment in Transport Equipment Network (TEN), LLC indirectly through an intermediate entity that is wholly owned by Series II.

(7)

Series II holds its investment in the KIO Networks business through its investment in Mercury Data Center Holdings Limited, indirectly through Mercury Data Center Fund III Aggregator, LLC.

(8)

Series II holds its investment in the Inkia Energy business through its investment in Inti Holdings LLC indirectly through ISQ Orchid Fund, L.P. The investment in ISQ Orchid Fund, L.P. is restricted from redemption.

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Schedule of Investments as of December 31, 2025

Investments in Portfolio Companies	Interest Rate	Maturity Date	Type of Investment	Industry	Principal		Cost		Fair Value		Fair Value as a Percentage of Net Assets
Debt Investments
North America
Galaxy Helios I LLC (1)(2)	SOFR + 4.75% Cash	8/15/2028	Delayed Draw Term Loan	Data Center	$	4,180,891	$	4,019,126	$	4,152,093		2.6	%
Pelican Power LLC (1)(3)	SOFR + 5.50% Cash	8/29/2030	Term Loan	Utilities		7,753,333		7,753,333		7,879,852		5.0	%
Total North America								11,772,459		12,031,945		7.6	%

Europe
Substantial Holdco Limited (4)	8.00% Cash 4.00% PIK	4/20/2030	Delayed Draw Term Loan	Telecommunications	£	3,181,759	$	4,253,445	$	4,094,453		2.6	%
Total Europe								4,253,445		4,094,453		2.6	%
Total Debt Investments								16,025,904		16,126,398		10.2	%

Investments in Portfolio Companies	Asset	Type of Investment	Industry	Ownership % of Investment			Cost		Fair Value		Fair Value as a Percentage of Net Assets
Equity Investments
North America
ENTEK Technology Holdings LLC (5)	Equity Interest Held Through ISQ Liberty Aggregator, L.P.	Common Stock	Conventional Energy		1.58	%	$	6,645,179	$	6,964,870		4.4	%
Ezee Fiber Texas, LLC (5)	Equity Interest Held Through ISQGIF III U.S. AIV Telecom Aggregator, L.P.	Common Stock	Telecommunications		1.46	%		20,700,000		21,635,349		13.7	%
Matterhorn Express Pipeline LLC (5)	Equity Interest Held Through ISQ Spyder Aggregator, L.P.	Common Stock	Energy Transportation		6.92	%		34,031,465		42,162,460		26.7	%
Summit School Services (5)	Equity Interest Held Through ISQ Bus Aggregator, L.P.	Common Stock	Transportation		8.16	%		27,455,820		33,108,760		20.9	%
Transport Equipment Network (TEN), LLC (6)	Equity Interest Held Through Transportation Equipment Network (TEN), LLC	Common Stock	Transportation		6.29	%		35,079,046		63,182,108		39.9	%

Total North America								123,911,510		167,053,547		105.6	%
Total Equity Investments								123,911,510		167,053,547		105.6	%
Total Investments, at fair value								139,937,414		183,179,945		115.8	%

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Consolidated Schedule of Investments as of December 31, 2025 – continued

Cash Equivalents	Type of Investment	Shares		Cost		Fair Value		Fair Value as a Percentage of Net Assets
Cash Equivalents
Money Market Fund
JPMorgan U.S. Government Money Market Fund	Cash Equivalents		2,180,513	$	2,180,513	$	2,180,513		1.4	%
Total Cash Equivalents					2,180,513		2,180,513		1.4	%

Total Investments and Cash Equivalent				$	142,117,927	$	185,360,458		117.2	%

(1)	Floating rate note. Rate shown is the rate at December 31, 2025.

(2)	Includes a delayed draw term loan component where an additional principal of $2,485,776 is unfunded as of December 31, 2025. The unfunded loan commitment rate is 0.75%.

(3)	Investment contains a 2.00% floor rate at December 31, 2025.

(4)	Includes a delayed draw term loan component where an additional principal of £2,450,000 is unfunded as of December 31, 2025. The unfunded loan commitment rate is 0.75%.

(5)	Series II holds its investments in Portfolio Companies indirectly through the Assets noted in the schedule above.

(6)	Series II holds its investment in Transport Equipment Network (TEN), LLC indirectly through an intermediate entity that is wholly-owned by Series II.

See notes to unaudited consolidated financial statements.

ISQ Open Infrastructure Company LLC

Series II

Notes to Unaudited Consolidated Financial Statements

1.	ORGANIZATION

ISQ Open Infrastructure Company LLC (the “Company”) is a limited liability company that was formed in accordance with the laws of Delaware on January 15, 2025. The Company is a series limited liability company with series established pursuant to Sections 18-215 or 18-218 of the Delaware Limited Liability Company Act (the “LLC Act”). On March 13, 2025, the Company established two registered series of limited liability company interests, ISQ Open Infrastructure Company LLC—Series I (“Series I”) and ISQ Open Infrastructure Company LLC—Series II (“Series II” and together with Series I, “Series”). The purchase of shares of a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. In accordance with the LLC Act, each Series is a separate series of segregated assets and liabilities and corresponding limited liability company interests of the Company.

The Company is sponsored by I Squared Capital Advisors (US) LLC (together with its subsidiaries and affiliated entities, “I Squared”) and benefits from I Squared’s infrastructure sourcing and portfolio management platform pursuant to a management agreement (the “Management Agreement”) entered into with ISQ OpenInfra Registered Advisor LLC (the “Manager”), an affiliate of I Squared, on September 2, 2025, to support the Company in managing its portfolio of Infrastructure Assets. On August 11, 2026, the Company entered into the Amended and Restated Management Agreement with the Manager. See “—Subsequent Events” for additional information.

In pursuing its investment objective, Series I invests and continues to invest substantially all of its assets in Series II. The portfolio of Series I typically consists solely of Series II shares. Therefore, Series I’s investment results correspond directly to the investment results of Series II. Series II has the same business objective and strategy as Series I. For convenience of the reader, references to Series II’s investments also refer to Series I’s investments (and vice versa), and references to the risks of investing in Series II also refer to the risks of investing in Series I (and vice versa), except as otherwise provided. Series I and Series II are part of a master-feeder fund structure. The feeder fund, Series I, invests substantially all of its assets in the master fund, Series II, through the Blocker (as defined below).

On March 28, 2025 (the “Funding Date”), Series I contributed $1,000 to Series II through a blocker, ISQ Open Infrastructure Holdings, L.P. (the “Blocker”), domiciled in the Cayman Islands, and Series I and Series II commenced operations.

2.	SIGNIFICANT ACCOUNTING POLICIES

Series II’s unaudited consolidated financial statements are prepared using the accounting and reporting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 946, Financial Services—Investment Companies. Series I and Series II qualify as investment companies solely for accounting purposes and not for any other purpose. Series I and Series II are not registered, and are not required to be registered, as investment companies under the Investment Company Act. Series I and Series II follow the significant accounting policies described below.

Basis of Consolidation— As provided under Regulation S-X and ASC 946, Series II generally does not consolidate its investments in a company other than a wholly-owned investment company or controlled operating company whose business consists of providing services to Series II. Accordingly, Series II consolidated the financial position and results of operations of its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Derivative Investments— Series II recognizes derivative instruments as assets or liabilities at fair value in its Unaudited Consolidated Statements of Assets and Liabilities as Derivative Assets at Fair Value and Derivative Liabilities at Fair Value, respectively.

Series II recognizes changes in fair value of derivative instruments in current period earnings. For derivative financial positions that are closed or that mature during a reporting period, Series II recognizes realized gains or losses equal to the difference between the value of the contract at the time it was opened and the value of the contract at the time it is closed. Realized gains and losses are presented as the Net Realized and Unrealized Gain/(Loss) on Investments and Derivative Instruments on the Unaudited Consolidated Statements of Operations. Changes in the value of contracts that remain outstanding as of period end are measured based on the difference between the unrealized balance as of the beginning of the reporting period and the unrealized balance as of the end of the reporting period, net of any reversals of previously recorded unrealized gains or losses once realized. Unrealized gains and losses are presented as the Net Change in Unrealized Gain/(Loss) on Derivative Instruments on the Unaudited Consolidated Statements of Operations.

Organizational and Offering Expenses— Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish Series II and enable it legally to do business. Organizational expenses are paid by the Manager, subject to potential recoupment as described in Note 6.

Distribution Fees and Servicing Fees— Series II pays the applicable selling agents ongoing servicing fees (the “Servicing Fees”) of 0.85% of NAV per annum for Class F-S Shares, Class F-S_TE Shares, and Class S_TE Shares, 0.50% of NAV per annum for Class F-J Shares, Class J Shares, Class F-J_TE and Class J_TE Shares, and 0.25% of NAV per annum for Class F-D_TE Shares, and Class D_TE Shares, payable monthly in arrears, as they become contractually due.

Class I Shares, Class F-I Shares, Class F-I_TE Shares, Class I_TE Shares, Class E Shares, and Class E_TE Shares do not incur Servicing Fees. Such Servicing Fees are calculated based on Series II’s transactional net asset value, which is the price at which Series II sells and redeems its Shares.

All or a portion of the Servicing Fees may be used to pay for sub-transfer agency, platform, sub-accounting and certain other administrative services.

Under U.S. GAAP, Series II accrues the cost of the Servicing Fees and Distribution Fees as an offering cost at the time Series II sells the applicable classes of Shares and amortizes such costs over the estimated life of the Shares. For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, Series II has incurred $3,719,797 and $0, respectively, of Servicing Fees payable to the selling agents related to the applicable classes of Shares sold.

Investments, at Fair Value— ASC 820, Fair Value Measurement, defines fair value, establishes a framework for measuring fair value in accordance with U.S. GAAP and expands disclosures about fair value. Series II recognizes and accounts for its assets (including the Infrastructure Assets) at fair value. The fair value of the assets does not reflect transaction costs that may be incurred upon disposition of the assets.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instruments’ complexity for disclosure purposes.

Assets and liabilities recorded at fair value on the Unaudited Consolidated Statements of Assets and Liabilities are categorized based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under U.S. GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, and are as follows:

Level 1

— inputs are observable market inputs that reflect quoted prices for identical securities in active markets that the entity has the ability to access at the measurement date.

Level 2

— inputs are observable market inputs other than quoted prices for identical assets in active markets the entity has the ability to access at the measurement date.

Level 3

— inputs are unobservable markets inputs, for example, inputs derived through extrapolation or interpolation that are not able to be corroborated by observable market data.

A significant decrease in the volume and level of activity for the asset or liability is an indication that transactions or quoted prices may not be representative of fair value because in such market conditions there may be increased instances of transactions that are not orderly. In those circumstances, further analysis of transactions or quoted prices is needed, and an adjustment to the transactions or quoted prices may be necessary to estimate fair value.

The Board is responsible for overseeing the valuation of Series II’s investments at fair value as determined in good faith pursuant to Series II’s valuation policy. The Board has designated the Manager as Series II’s valuation designee, with day-to-day responsibility for implementing the portfolio valuation process set forth in Series II’s valuation policy.

There is no single standard for determining fair values of assets that do not have a readily available market price and, in many cases, such fair values may be best expressed as a range of fair values from which a single estimate may be derived in good faith. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each acquisition while employing a valuation process that is consistently followed. Determinations of fair value involve subjective judgments and estimates.

When making fair value determinations for Infrastructure Assets that do not have readily available market prices, the Manager considers industry-accepted valuation methodologies, primarily consisting of an income approach and market approach. The income approach derives fair value based on the present value of cash flows that a business or asset is expected to generate in the future. The market approach relies upon valuations for comparable companies, transactions or assets, and includes making judgments about which companies, transactions, or assets are comparable. A blend of approaches may be relied upon in arriving at an estimate of fair value, though there may be instances where it is more appropriate to utilize one approach. It is common to use only the income approach for Infrastructure Assets. The Manager also considers a range of additional factors that it deems relevant, including a potential sale of an Infrastructure Asset, macro and local market conditions, industry information and the Infrastructure Asset’s historical and projected financial data.

Infrastructure Assets are generally valued at transaction price initially; however, to the extent the Manager does not believe an Infrastructure Asset’s transaction price reflects the current market value, the Manager may adjust such valuation. When making fair value determinations for Infrastructure Assets, the Manager updates the prior month-end valuations by incorporating the then current market comparables and discount rate inputs, any material changes to the Infrastructure Assets financial performance since the valuation date, as well as any cash flow activity related to the Infrastructure Assets during the month. The Manager values Infrastructure Assets using the valuation methodology it deems most appropriate and consistent with widely recognized valuation methodologies and market conditions.

When making fair value determinations for assets that do not have a reliable readily available market price, the Manager engages one or more independent valuation firms to provide positive assurance regarding the reasonableness of such valuations as of the relevant measurement date. However, the Manager is ultimately responsible for determining the fair value of all applicable investments in good faith in accordance with Series II’s valuation policies and procedures.

Because assets are valued as of a specified valuation date, events occurring subsequent to that date are not reflected in Series II’s valuations. However, if information indicating a condition that existed at the valuation date becomes available subsequent to the valuation date and before financial information is publicly released, it is evaluated to determine whether it would have a material impact requiring adjustment of the final valuation.

At least annually, the Manager reviews the appropriateness of Series II’s valuation policies and procedures and recommends any proposed changes to the Board. From time to time, the Board and the Manager may adopt changes to the valuation policies and procedures if they determine that such changes are likely to result in a more accurate reflection of estimated fair value.

Net Realized Gains or Losses and Net Change in Unrealized Appreciation (Depreciation) on Investments and Derivatives— Without regard to unrealized appreciation (depreciation) previously recognized, realized gains or losses are measured as the difference between the net proceeds from the sale, repayment, or disposal of an asset and the adjusted cost basis of the asset. Net change in unrealized appreciation (depreciation) reflects the change in investment values during the reporting period, including the reversal of any previously recorded unrealized appreciation (depreciation) when gains or losses are realized.

Income and Expense Recognition— Interest income is recognized on the accrual basis. Series II records dividend income and accrues interest income from private securities pursuant to the terms of the respective investment, unless, in the case of dividend income, Series II determines that the portfolio company does not have positive earnings in which case such distributions from infrastructure assets are treated as a return of capital. The Company records unrealized appreciation or depreciation on their investments based upon the change in fair value of investments. Realized gains and losses on the sale of investments are recorded on the trade date basis using the specific identification method. Expenses are recorded as incurred. Interest and dividend income are recorded net of any withholding taxes. Interest income is not accrued when collection appears unlikely.

Income Taxes— Series II operates so that it qualifies to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code. An entity that is treated as a partnership for U.S. federal tax purposes generally incurs no U.S. federal income tax liability. Instead, each partner is generally required to take into account its allocable share of items of income, gain, loss, deduction, or credit of the entity in computing its U.S. federal income tax liability, regardless of whether cash distributions are made. A partnership, such as each Series, may nonetheless be taxed as a corporation if it is a publicly traded partnership, unless it meets the qualifying income exception. The qualifying income exception applies with respect to a publicly traded partnership if (i) at least 90% of such partnership’s gross income for each taxable year consists of “qualifying income” and (ii) the partnership would not be required to register under the Investment Company Act if it were a U.S. corporation. Qualifying income includes certain interest income, dividends, real property rents, gains from the sale or other disposition of real property, and any gain from the sale or disposition of a capital asset or other property held for the production of income that otherwise constitutes qualifying income. Each Series is managed such that it meets the qualifying income exception in each taxable year. If either Series were recharacterized as a corporation for federal income tax purposes by not meeting the qualifying income exception, the holders of interest in that Series would then be treated as stockholders in a corporation, and the Series would become taxable as a corporation for U.S. federal income tax purposes. Further, each Series would be subject to U.S. corporate income tax on its net taxable income. In addition, each Series operates, in part, through subsidiaries that may be treated as corporations for U.S. and non-U.S. tax purposes and therefore may be subject to current and deferred U.S. federal, state and/or local income taxes at the subsidiary level.

Deferred Income Taxes— Income taxes are accounted for using the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of differences between the carrying amounts of assets and liabilities and their respective tax basis, using tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred assets and liabilities of a change in tax rates is recognized in the Unaudited Consolidated Statements of Operations in the period when the change is enacted.

Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. When evaluating the realizability of the deferred tax assets, all evidence, both positive and negative, is considered. Items considered when evaluating the need for a valuation allowance include the ability to carry back losses, future reversals of existing temporary differences, tax planning strategies, and expectations of future earnings.

Uncertain Tax Positions— Series II analyzes its tax filing positions in all of the U.S. federal, state and local tax jurisdictions and foreign tax jurisdictions where it is required to file income tax returns, as well as for all open tax years in these jurisdictions. If, based on this analysis, the Company determines that uncertainties in tax positions exist, a reserve is established. The reserve for uncertain tax positions is recorded in Taxes Payable in the accompanying Unaudited Consolidated Statements of Assets and Liabilities. Series II recognizes accrued interest and penalties related to uncertain tax positions within the provision for income taxes in the Unaudited Consolidated Statements of Operations. Series II records uncertain tax positions on the basis of a two-step process: (a) determination is made whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (b) those tax positions that meet the more-likely-than-not threshold are recognized as the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Manager is ultimately responsible for the Company’s NAV calculations.

Performance Participation Allocation— Under the LLC Agreement, so long as the Management Agreement has not been terminated, the Company is entitled to receive a Performance Participation Allocation equal to 12.5% of the Total Return attributable to Investor Shares, subject to a 5.0% Hurdle Amount and a High Water Mark, with a 100% Catch-Up (each as defined in the LLC Agreement) (the “Performance Participation Allocation”). The Performance Participation Allocation is measured and paid on an annual basis and accrued monthly; see “Note 6. RELATED PARTY TRANSACTIONS”, below for further detail. Such Performance Participation Allocation is calculated based on the Company’s transactional net asset value, which is the price at which the Company sells and redeems its Shares. The Company may elect to receive the Performance Participation Allocation in cash and/or Class E Shares. If the Performance Participation Allocation is paid in Class E Shares, such shares may be redeemed at the Company’s request and are subject to the redemption limitations of our share redemption program.

Segment Reporting— Series II operates through a single operating and reporting segment with a primary objective of generating attractive risk-adjusted returns consisting of both current income and long-term capital appreciation. The chief operating decision maker (“CODM”) is comprised of the Company’s Chief Executive Officer and Chief Investment Officer (the “Principal Committee”) which assesses the performance and makes operating decisions of the Company on a consolidated basis. The CODM has concluded that the Company operates as a single operating segment because the Company has a single investment strategy against which the CODM assesses the Company’s performance. In addition to other metrics, the CODM uses net increase (decrease) in net assets resulting from operations as a key metric to assess Series II’s performance. As the Company’s investment operations comprise a single reporting segment, the segment assets are the same assets that are reported in the Unaudited Consolidated Statements of Assets and Liabilities and significant segment expenses are the same as those listed in the Unaudited Consolidated Statements of Operations.

New Accounting Standards— In November 2024, FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 will require additional disclosures about specific types of expenses commonly presented on the statement of operations as well as disclosures about selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. Series II is currently evaluating the impact that this change will have on Series II’s consolidated financial statements.

3.	INVESTMENTS

Summarized Infrastructure Assets Financial Information

The following table presents unaudited summarized operating data for the six months ended June 30, 2026 for the Infrastructure Assets listed in the Unaudited Consolidated Schedule of Investments in the aggregate in which Series II has an indirect equity interest:

Summarized Operating Data:

	For the six months ended June 30, 2026
Revenues	$	544,808,892
Expenses		(466,926,252	)
Income (loss) before taxes		77,882,640
Income tax expense (benefit)		4,990,511
Consolidated net income (loss)		82,873,151
Net income (loss) attributable to non-controlling interests		-
Net income (loss)	$	82,873,151

The net income above represents the aggregated net income attributable to the controlling interests in each of Series II’s Infrastructure Assets and does not represent Series II’s proportionate share of income.

4.	FAIR VALUE MEASUREMENT AND DISCLOSURES

The following table summarizes the valuation of Series II’s investments and derivatives instruments in the fair value hierarchy levels as of June 30, 2026:

Description	Level I		Level II			Level III		Total
Investments and derivative instruments at fair value
Equity Investments	$	-	$	-		$	312,005,843	$	312,005,843
Debt Investments		-		-			19,890,343		19,890,343
Derivative Liabilities		-		(24,605	)		-		(24,605	)
Total Investments and derivative instruments at fair value	$	-	$	(24,605	)	$	331,896,186	$	331,871,581

As of June 30, 2026, cash and cash equivalents at Series II include a money market fund balance of $22,654,461, which is considered a Level I asset.

The following table summarizes the valuation of Series II’s investments in the fair value hierarchy levels as of December 31, 2025:

Description	Level I		Level II		Level III		Total
Investments at fair value
Equity Investments	$	-	$	-	$	167,053,547	$	167,053,547
Debt Investments		-		-		16,126,398		16,126,398
Total Investments at fair value	$	-	$	-	$	183,179,945	$	183,179,945

As of December 31, 2025, cash and cash equivalents at Series II included a money market fund balance of $2,180,513, which is considered a Level I asset.

The following table provides a reconciliation of the beginning and ending balances for investments that use Level III inputs for the six months ended June 30, 2026.

Description	Amount
Balance as of December 31, 2025	$	183,179,945
Purchases of investments		142,275,836
Return of capital		(8,151,373	)
Net change in unrealized gain (loss) on investments		14,591,778
Transfers out of Level III		-
Transfers into Level III		-
Balance as of June 30, 2026	$	331,896,186

Transfers of investments between levels, if any, are recorded at the end of the period.

The net change in unrealized gain (loss) on investments included in the Unaudited Consolidated Statements of Operations for the six months ended June 30, 2026 attributable to Level III assets still held at June 30, 2026 for Series II was $14,591,778.

There were no investments held for the period from the Funding Date to June 30, 2025.

The following table provides quantitative measures used to determine the fair values of Level III assets as of June 30, 2026:

Level III Assets

Fair Value

Valuation
Methodology
& Inputs

Unobservable
Input(s)⁽¹⁾

Weighted
Average⁽²⁾

Range

Impact to
Valuation
from an
Increase in
Input ⁽³⁾

Equity Investments

294,005,843

Discounted Cash Flow

Discount Rate

12.9

11.5% - 17.3%

Decrease

Discounted Cash Flow

Exit Multiple

8.5

5.0x - 16.5x

Increase

Debt Investments

13,819,312

Discounted Cash Flow

Discount Rate

10.3

9.5% - 10.8%

Decrease

Investments with fair value of $24,071,031 are omitted from the above fair value table. Quantitative unobservable inputs were not used to determine the fair value of Substantial HoldCo Limited and ISQ Orchid Fund, L.P., as these investments have been valued based on an expected transaction and a recent purchase price, respectively.

The following table provides quantitative measures used to determine the fair values of Level III assets as of December 31, 2025:

Level III Assets

Fair Value

Valuation
Methodology
& Inputs

Unobservable
Input(s)⁽¹⁾

Weighted
Average⁽²⁾

Range

Impact to
Valuation
from an
Increase in
Input ⁽³⁾

Equity Investments

167,053,547

Discounted Cash Flow

Discount Rate

12.3

11.5% - 17.3%

Decrease

Discounted Cash Flow

Exit Multiple

7.4

5.0x -15.0x

Increase

Debt Investments

16,126,398

Discounted Cash Flow

Discount Rate

10.4

9.0% - 13.0%

Decrease

(1)

In determining the inputs, management evaluates a variety of factors including economic conditions, industry and market developments, market valuations of comparable companies, and company-specific developments including exit strategies and realization opportunities. The Manager has determined that market participants would take these inputs into account when valuing the investments.

(2)	Inputs are weighted based on fair value of the investments included in the range.

(3)

Unless otherwise noted, this column represents the directional change in the fair value of Level III assets that would result from an increase to the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Significant increases and decreases in these inputs in isolation could result in significantly higher or lower fair value measurements.

DEBT

Promissory Notes

On September 2, 2025, Series II issued unsecured promissory notes (the “Promissory Notes”) with a cumulative principal balance of $858,000. The Promissory Notes are reported at amortized cost and are reflected on Series II’s Unaudited Consolidated Statements of Assets and Liabilities. The Promissory Notes pay interest on the principal balances at a rate of 12.4% per annum, payable semi-annually in arrears, with a legal maturity date of September 2, 2055. However, the Manager intends to repay the Promissory Notes prior to the legal maturity and is currently amortizing upfront costs associated with the Promissory Notes over a period of three years. Amortized amounts are included within interest and financing expenses on Series II’s Unaudited Consolidated Statements of Operations.

Line of Credit

On December 12, 2025, the Company, as well as certain wholly-owned subsidiaries which may be added and removed from time to time (the “Borrowers”), entered into an unsecured, uncommitted line of credit (the “2025 Credit Agreement”) up to a maximum aggregate principal amount of $60 million with I Squared Capital, LLC (the “Lender”), an affiliate of the Company interest rate is the then-current rate offered by a third-party lender or, if no such rate is available, the Secured Overnight Financing Rate (“SOFR”) applicable to such loan plus 2.25%. Interest is calculated on a 360-day year. The line of credit expired on April 15, 2026.

Each advance under the line of credit is repayable on or before the 10th business day after the month end following the earlier of (i) the date the Lender demands payment and (ii) the Stated Expiration Date (as defined in the 2025 Credit Agreement). To the extent Series II has not repaid all Loans and other Obligations (as defined in the 2025 Credit Agreement) under the line of credit after a repayment event has occurred, the Company shall use commercially reasonable efforts to apply excess available cash proceeds to the repayment in full of its Loans and Obligations; provided that the Borrowers will be permitted to (i) conduct the share redemption program on terms described in Series II’s private placement memorandum, as amended from time to time; (ii) close on any acquisition entered into prior to the Lender’s demand for payment; (iii) make elective distributions of an amount not to exceed amounts paid in the immediately preceding fiscal quarter; and (iv) pay any taxes when due. The line of credit also permits voluntary prepayment of principal and accrued interest without any penalty other than customary breakage costs subject to the Lender’s discretion. Each Borrower may withdraw from the line of credit at the time all such obligations held by such Borrower to the Lender under the 2025 Credit Agreement have been repaid to the Lender in full. The line of credit contains customary events of default. As is customary in such financings, if an event of default occurs under the line of credit, the Lender may accelerate the repayment of amounts outstanding under the line of credit and exercise other remedies subject, in certain instances, to the expiration of an applicable cure period.

None of the Lender and its assignees shall have any recourse to any entities with interests in the Borrowers such as a general partner or investor, including Series II, or any of their respective assets for any indebtedness or other monetary obligation incurred under the 2025 Credit Agreement.

Upon the expiration of the line of credit, Series II subsequently repaid the outstanding balance of $9,728,585 on its unsecured, uncommitted line of credit. All repayments were executed in accordance with the terms of the 2025 Credit Agreement.

As of June 30, 2026 and December 31, 2025, Series II had $0 and $10,510,000, respectively, outstanding under the 2025 Credit Agreement. For the three and six months ended June 30, 2026, Series II had accrued interest expenses of $17,352 and $283,761, respectively. There were no borrowings under the 2025 Credit Agreement for the period from the Funding Date to June 30, 2025.

Credit Agreement

On June 11, 2026, Series II, as the initial primary borrower, as well as additional Qualified Borrowers (as defined in the 2026 Credit Agreement) from time to time, entered into a revolving credit agreement (the “2026 Credit Agreement”) up to aggregate commitments of $60 million (“Aggregate Commitments”) with Sumitomo Mitsui Banking Corporation, as the Administrative Agent and Lead Arranger (each as defined in the 2026 Credit Agreement), as well as other lenders from time to time (the “Lenders”). The 2026 Credit Agreement expires on June 9, 2028 (the “Maturity Date”), subject to extension options of up to no longer than 364 days from the existing Maturity Date, requiring the Lenders’ approval. The 2026 Credit Agreement allows for increases in Aggregate Commitments in minimum increments of $5 million up to $180 million with a maximum of six such requests prior to the Maturity Date with Administrative Agent consent and subject to certain additional conditions as defined in the 2026 Credit Agreement.

Under the 2026 Credit Agreement, borrowings will bear interest at a rate of the (i) Base Rate (as defined in the 2026 Credit Agreement) plus 2.00% for Base Rate Loans (as defined in the 2026 Credit Agreement) or (ii) SOFR plus 3.00% for SOFR Loans (as defined in the 2026 Credit Agreement). Interest is calculated on the actual days elapsed in a year consisting of 365 or 366 for Base Rate Loans and 360 days for SOFR Loans. Interest payments are due the fifth business day following the last day of each calendar month for a Base Rate Loan or Simple SOFR Loan (as defined in the 2026 Credit Agreement), the last calendar day of each month (extending to the first business date of the next month if the last calendar day of the month is not a business day) for a Term SOFR Loan (as defined in the 2026 Credit Agreement), or at the Maturity Date.

Series II shall pay an unused commitment fee of 75 basis points per annum when total borrowings are less than or equal to 50% of the Aggregate Commitment, or 50 basis points per annum when total borrowings are greater than 50% of the Aggregate Commitment. The unused commitment fee is calculated based on actual days elapsed in a year consisting of 360 days and is due the fifth business date following the last calendar day of each calendar quarter.

Upfront costs associated with the 2026 Credit Agreement are deferred and amortized over the term of the 2026 Credit Agreement. As of June 30, 2026, Series II had deferred financing costs of $826,837 in the Unaudited Consolidated Statements of Assets and Liabilities. For the three and six months ended June 30, 2026, Series II had amortization of deferred financing costs of $23,291 and $23,291, respectively, in the Unaudited Consolidated Statements of Operations.

As of June 30, 2026, Series II had no outstanding borrowings under the 2026 Credit Agreement. As of June 30, 2026, Series II had $60 million Aggregate Commitments available for borrowing under the 2026 Credit Agreement. For the three and six months ended June 30, 2026, Series II incurred interest expense of $25,000 in the Unaudited Consolidated Statements of Operations.

6.	RELATED PARTY TRANSACTIONS

Management Agreement

Pursuant to the Management Agreement, the Manager is entitled to receive a management fee (the “Management Fee”) from the Company in an amount equal to (i) 0.75% per annum of the month-end NAV attributable to Class F-S Shares, Class F-D Shares, Class F-I Shares, Class F-J Shares, Class F-S_TE Shares, Class F-D_TE Shares, Class F-I_TE Shares and Class F-J_TE Shares; and (ii) 1.25% per annum of the month-end NAV attributable to Class S Shares, Class D Shares, Class I Shares, Class J Shares, Class S_TEShares, Class D_TE Shares, Class I_TE Shares and Class J_TE Shares.

Class E Shares and Class E_TEShares do not incur a Management Fee.

The Management Fee is calculated based on the Company’s transactional NAV, which is the price at which the Company sells and redeems its Shares, and is computed before giving effect to any accruals for other fees and expenses.

The Manager earned a Management Fee of $556,484 and $929,209, for the three and six months ended June 30, 2026, respectively, none of which has been paid to the Manager as of June 30, 2026. The Manager did not earn a Management Fee for the period from the Funding Date to June 30, 2025.

Performance Participation Allocation

Performance Participation Allocation means the performance participation allocation to be received by the Manager equal to 12.5% of the Total Return attributable to Investor Shares, subject to a 5.0% annual Hurdle Amount and a High Water Mark with a 100% Catch-Up (each term defined in the LLC Agreement). Such allocation is measured and allocated or paid annually and accrued monthly (subject to pro-rating for partial periods).

Such Performance Participation Allocation is calculated based on transactional NAV, which is used to determine the price at which the Company sells and redeems Shares. The Class E Shares and Class E_TE Shares do not bear any Performance Participation Allocation, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which results in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares. To avoid duplication, Class I-type Shares bear their proportional share of the Performance Participation Allocation indirectly based on their proportional interest in the same class of Investor Shares directly subject to such Performance Participation Allocation.

Specifically, promptly following the end of each “Reference Period” (means the applicable year beginning on October 1 and ending on September 30 of the next succeeding year; provided, that the initial Reference Period shall be the period from July 1, 2025 to September 30, 2026), the Manager is allocated a Performance Participation Allocation in an amount equal to:

●

First, if the Total Return with respect to Investor Shares for the applicable period exceeds the sum, with respect to such relevant type of Shares, of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to the Manager equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to the Manager with respect to such type of Shares pursuant to this clause (any such amount, the “Catch-Up”); and

●

Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

The Manager is allocated a Performance Participation Allocation with respect to all Investor Shares that are redeemed in connection with redemptions of Shares, in an amount calculated as described above, with the relevant period being the portion of the Reference Period for which such Shares were outstanding, and proceeds for any such Share redemptions are reduced by the amount of the applicable Performance Participation Allocation.

The Manager may elect to receive the Performance Participation Allocation in cash, Class E Shares, or other beneficial interests or Shares in any Intermediate Entities, or any other class of Shares in the Manager’s sole discretion. If the Performance Participation Allocation is paid in Class E Shares, such Shares may be redeemed at the Manager’s request and are subject to the redemptions limitations of the share redemption program.

The Manager accrued a Performance Participation Allocation of $44,204 and $1,712,216 for the three and six months ended June 30, 2026, respectively, none of which has been paid to the Manager as of June 30, 2026. The Manager did not accrue a Performance Participation Allocation for the period from the Funding Date to June 30, 2025.

Expense Limitation and Reimbursement Agreement

The Company, on behalf of each Series, entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager on August 11, 2025, pursuant to which the Manager agreed to forgo an amount of its monthly management fee and/or pay, absorb or reimburse certain expenses of the Company (and in turn each Series), to the extent necessary through and including June 30, 2026, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company, on behalf of each Series, agreed to carry forward the amount of any forgone management fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager is permitted to recapture a Specified Expense in the same year it is incurred. “Specified Expenses” is defined to include all expenses incurred in the business of the Company and each Series, including organizational and offering costs and any costs associated with the transfer of a warehoused Infrastructure Asset to the Company, with the exception of (i) the management fee, (ii) the performance participation allocation, (iii) the servicing fee, (iv) Infrastructure Asset level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Company acquires its first Infrastructure Asset(s) (the “Initial Close”), (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (vii) taxes, (viii) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Close, (ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Manager).

The Manager agreed to reimburse expenses of $4,409,942 and $6,371,865 incurred by Series II for the six months ended June 30, 2026 and for the period from the Funding Date to December 31, 2025, respectively, pursuant to the Expense Limitation Agreement. The amounts are subject to recoupment within a five-year period. As of June 30, 2026 and December 31, 2025, the Company recorded $1,667,568 and $4,360,335, respectively, as Due from Manager.

The Manager believes that it is not probable for Series II to be required to reimburse the expenses waived by the Manager.

For the Period Ended:	Amount		Last Expiration Date
December 31, 2025	$	6,371,865		December 31, 2030
March 31, 2026		2,017,077		March 31, 2031
June 30, 2026		2,392,865		June 30, 2031
Total	$	10,781,807

Investment related expenses

For the six months ended June 30, 2026, Series II accrued $278,813 representing its allocated share of deal sourcing and unconsummated transaction costs incurred by affiliated ISQ funds, including ISQ Global Infrastructure Fund III, ISQ Global Infrastructure Fund IV, and ISQ Global Infrastructure Credit Fund II (collectively, the “Affiliated Funds”). These costs relate to investment sourcing, diligence, and underwriting activities performed by the Affiliated Funds in the ordinary course of evaluating potential investments. For the period from the Funding Date to June 30, 2025, Series II did not accrue any investment related expenses.

Series II invests alongside the Affiliated Funds and expects to have the opportunity to participate in all future investments that meet the investment criteria of the Company. As such, the Company participates in the costs associated with sourcing future investments. The expenses are recognized in the period in which the underlying costs are incurred by the Affiliated Funds.

For the three and six months ended June 30, 2026, Series II recorded $412,002 and $553,255, of broken deal expenses in the Unaudited Consolidated Statements of Operations, respectively. For the period from the Funding Date to June 30, 2025, Series II did not record any amounts.

Organizational Expenses and Offering Expenses

Organizational expenses are expensed as incurred. Organizational expenses consist of costs incurred to establish Series II and enable it legally to do business. Organizational expenses are paid by the Manager, subject to potential recoupment. For the three months ended June 30, 2026 and June 30, 2025, Series II incurred organizational expenses of $0 and $590,533, respectively, related to legal, accounting, regulatory filings, and other out-of-pocket costs associated with the formation of Series II and its intermediate entities. For the six months ended June 30, 2026, and for the period from the Funding Date to June 30, 2025, Series II incurred organizational expenses of $0 and $1,657,772, respectively, associated with the formation of Series II and its intermediate entities. Certain of these organizational expenses were initially paid by the Manager on behalf of Series II.

Offering expenses include registration fees and legal fees regarding the preparation of the general form of registration of securities. Offering expenses are accounted for as deferred costs until operations begin. Offering expenses are then amortized over the first twelve months of operations on a straight-line basis. For the six months ended June 30, 2026, Series II did not incur any offering expenses. For the period from the Funding Date to June 30, 2025, Series II incurred $1,411,303 in offering expenses. For the three and the six months ended June 30, 2026, Series II amortized $441,226 and $882,452 of deferred offering expenses, respectively.

Purchase of Investments

For the six months ended June 30, 2026, Series II acquired Liberty Tire Recycling LLC, Cube Safety Holdco Limited, Kio Networks, and ISQ Orchid Fund, L.P. at total costs of $40,195,508, $19,480,438, $10,000,000, and $18,000,000, respectively, from affiliates who are advised by affiliates of the Manager. Series II also acquired additional equity interests in Transport Equipment Network, Entek Technology Holdings LLC, and Ezee Fiber Texas LLC. These were acquired at total costs of $22,420,955, $25,570,193, and $2,800,000, respectively. These investments were each acquired at the affiliate’s cost, aside from Kio Networks and Transport Equipment Network, which were acquired at fair value.

For the three and six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, there were $560,668, $1,151,137, and $0, respectively, of warehousing interest costs, and are included in the interest and loan related fees in the Unaudited Consolidated Statement of Operations. Warehousing interest costs are charged by the affiliate at the interest rate incurred on the underlying third-party warehouse facility used to finance the investment prior to acquisition by Series II. Such facilities bear interest at a spread over the applicable benchmark rate for the currency of the borrowing. The costs are included in the Expense Limitation Reimbursement Agreement as reimbursable expenses.

Other Related Party Transactions

For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, the Manager provided certain Manager Support Services and Operational Service Costs (as defined in the relevant Limited Partnership Agreements) to portfolio companies of Series II. In connection with the aforementioned arrangement, the Manager has the ability to charge the portfolio companies of Series II for such Manager Support Services and Operational Service Costs. Such fees exclude any board or related fees and incentives paid by portfolio companies directly to Operating Advisors.

For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, there were $304 and $0, respectively, of Manager Support Services and Operational Service Costs charged to Series II and its portfolio companies. As of June 30, 2026 and December 31, 2025, $304 and $849, respectively, was payable to the Manager, mainly related to Manager Support Services and Operational Service Costs. The Manager charged a pro-rata portion of such Manager Support Services and Operational Service Costs to the co-investment vehicles.

Series II investments are co-invested with other affiliated I Squared entities, as further detailed in the Unaudited Consolidated Schedule of Investments.

The Manager and/or its affiliates may provide services to other investment funds and co-investment vehicles that may have similar strategies as the Company.

In addition, at times, I Squared and its portfolio companies utilize the services of the same service provider. Such services are generally invoiced separately by the service provider to each party for their allocable services. For services invoiced solely to I Squared Capital but which also benefited the portfolio companies, I Squared’s policy is to allocate based on the time and efforts associated with the services performed.

For the three and six months ended June 30, 2026, the Manager incurred certain travel and entertainment expenses on behalf of Series II. These expenses were recharged to Series II as part of the normal course of operations and are reflected within the Unaudited Consolidated Statement of Operations as $395,791 and $401,842, respectively, recorded in travel and entertainment expenses. For the period from the Funding Date to June 30, 2025, the Manager did not incur any travel and entertainment expenses on behalf of Series II.

Series II incurred certain operating expenses related to services provided by personnel of the Manager and/or its affiliates. For the three and six months ended June 30, 2026, these expenses were $553,554 and $940,150 for Series II, respectively, and are included in Professional fees in the Unaudited Consolidated Statements of Operations. For the period from the Funding Date to June 30, 2025, Series II did not incur any such expenses.

Affiliate Capital Contributions

For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, affiliate investors contributed $2,744,000 and $0, respectively, to Series II in exchange for Class E shares.

7. DERIVATIVE INSTRUMENTS

In the normal course of business, ISQ OpenInfra HedgeCo, L.P. (the “HedgeCo”), a wholly-owned subsidiary of Series II, may enter into derivative contracts to achieve certain risk management objectives on behalf of Series II.

HedgeCo may enter into derivative instruments to hedge against foreign currency exchange rate risk on a portion or all of Series II’s non-U.S. dollar denominated investments. These instruments include forward currency contracts. Series II utilizes forward currency contracts to economically hedge the currency exposure associated with certain foreign-denominated investments. These derivative contracts are not designated as hedging instruments for accounting purposes. The use of foreign exchange contracts does not eliminate fluctuations in the price of the underlying investments recognized by Series II. Additionally, HedgeCo may enter into derivative instruments to hedge against other risks in Series II’s investments, including commodity price risk and equity price risk.

As a result of the use of derivative contracts, Series II is exposed to the risk that counterparties will fail to fulfill their contractual obligations. To mitigate such counterparty risk, HedgeCo enters into contracts with certain major financial institutions, primarily those with investment grade ratings. Counterparty credit risk is evaluated in determining the fair value of derivative instruments.

The following table summarizes the aggregate notional amount and fair value of the derivative instruments as of June 30, 2026. The notional amount represents the absolute value amount of the foreign exchange contracts:

Derivative Investments	Notional Amount		Fair Value
Foreign Currency Contracts - Purchase U.S. dollar/Sell British pound	£	5,698,882	$	(8,304	)
Foreign Currency Contracts - Purchase U.S. dollar/Sell Euro	€	2,294,662		(15,601	)
Foreign Currency Contracts - Purchase British pound/Sell U.S. dollar	£	119,454		(700	)
Total			$	(24,605	)

The following table summarizes the average notional amount and gains and losses of the derivative instruments for the six months ended June 30, 2026:

Derivative Investments	Average Notional Amount		Realized gain (loss)		Unrealized gain (loss)
Foreign Currency Contracts - Purchase U.S. dollar/Sell British pound	£	5,031,959	$	-	$	(8,304	)
Foreign Currency Contracts - Purchase U.S. dollar/Sell Euro	€	2,294,662		-		(15,601	)
Foreign Currency Contracts - Purchase British pound/Sell U.S. dollar	£	119,454		-		(700	)
Total			$	-	$	(24,605	)

Series II maintains a master netting agreement with each of its counterparties. Based on the terms outlined within each master netting agreement, there are no financial instruments available for offset as of June 30, 2026. Further, there have been no financial instruments or cash pledged or received as collateral as of June 30, 2026.

8.	SHAREHOLDERS’ EQUITY

Unregistered Sales of Equity Securities

The following tables show a summary of the Shares issued and redeemed for the three and six months ended June 30, 2026:

	Shares Outstanding as of March 31, 2026		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2026
F-S_TE Shares		503,216		685,213		-		3,043		-		-		1,191,472
F-D_TE Shares		401,494		-		-		4,261		-		-		405,755
F-I_TE Shares		71,385		80,432		-		711		-		-		152,528
F-J_TE Shares		698,805		33,180		-		6,996		-		-		738,981
S_TE Shares		100		-		-		-		-		-		100
D_TE Shares		100		-		-		-		-		-		100
I_TE Shares		100		-		-		-		-		-		100
J_TE Shares		100		86,551		-		-		-		-		86,651
E_TE Shares		40		-		-		1		-		-		41
F-S Shares		759,798		1,272,491		-		4,245		-		-		2,036,534
F-I Shares		400,558		431,995		-		2,227		-		-		834,780
F-J Shares		3,970,498		251,287		-		31,212		-		-		4,252,997
I Shares		-		13,000		-		-		-		-		13,000
J Shares		-		187,442		-		-		-		-		187,442
E Shares		453,080		9,056		-		4,284		-		-		466,420

	Shares Outstanding as of December 31, 2025		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2026
F-S_TE Shares		105,792		1,082,237		-		3,443		-		-		1,191,472
F-D_TE Shares		400,100		-		-		5,655		-		-		405,755
F-I_TE Shares		40,677		110,969		-		882		-		-		152,528
F-J_TE Shares		572,307		157,595		-		9,079		-		-		738,981
S_TE Shares		100		-		-		-		-		-		100
D_TE Shares		100		-		-		-		-		-		100
I_TE Shares		100		-		-		-		-		-		100
J_TE Shares		100		86,551		-		-		-		-		86,651
E_TE Shares		40		-		-		1		-		-		41
F-S Shares		448,694		1,582,533		-		5,307		-		-		2,036,534
F-I Shares		207,668		624,393		-		2,719		-		-		834,780
F-J Shares		2,862,789		1,349,728		-		40,480		-		-		4,252,997
I Shares		-		13,000		-		-		-		-		13,000
J Shares		-		187,442		-		-		-		-		187,442
E Shares		377,933		82,862		-		5,625		-		-		466,420

For the six months ended June 30, 2026, Series II issued such Shares for an aggregate consideration of $167,629,973. The offer and sale of the Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

The following tables show a summary of the Shares issued and redeemed for the three months ended June 30, 2025 and during the period from the Funding Date to June 30, 2025:

	Shares Outstanding as of March 31, 2025		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2025
F-STE Shares		-		-		-		-		-		-		-
F-DTE Shares		-		-		-		-		-		-		-
F-ITE Shares		-		-		-		-		-		-		-
F-JTE Shares		-		-		-		-		-		-		-
STE Shares		-		-		-		-		-		-		-
DTE Shares		-		-		-		-		-		-		-
ITE Shares		-		-		-		-		-		-		-
JTE Shares		-		-		-		-		-		-		-
ETE Shares		40		-		-		-		-		-		40
F-S Shares		-		-		-		-		-		-		-
F-I Shares		-		-		-		-		-		-		-
F-J Shares		-		-		-		-		-		-		-
E Shares		-		-		-		-		-		-		-

	Shares Outstanding at Formation		Shares Issued During the Period		Shares Redeemed During the Period		Shares Reinvested under DRIP During the Period		Transfers In		Transfers Out		Shares Outstanding as of June 30, 2025
F-S_TE Shares		-		-		-		-		-		-		-
F-D_TE Shares		-		-		-		-		-		-		-
F-I_TE Shares		-		-		-		-		-		-		-
F-J_TE Shares		-		-		-		-		-		-		-
S_TE Shares		-		-		-		-		-		-		-
D_TE Shares		-		-		-		-		-		-		-
I_TE Shares		-		-		-		-		-		-		-
J_TE Shares		-		-		-		-		-		-		-
E_TE Shares		-		40		-		-		-		-		40
F-S Shares		-		-		-		-		-		-		-
F-I Shares		-		-		-		-		-		-		-
F-J Shares		-		-		-		-		-		-		-
E Shares		-		-		-		-		-		-		-

For the period from the Funding Date to June 30, 2025, Series II issued such Shares for an aggregate consideration of $1,000. The offer and sale of the Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Distributions

Beginning with the end of the first full calendar quarter in which the Shares were sold to non-affiliates of I Squared, Series II seeks to declare, accrue and pay quarterly distributions. However, there is no guarantee that Series II will pay quarterly distributions consistently and at a specific rate, or at all. No distributions were declared for the period from the Funding Date to June 30, 2025. For the six months ended June 30, 2026 Series II made the following distributions.

January 30, 2026

Class	Net Distribution Per Share
F-S Shares	$	0.1100
F-I Shares	$	0.1100
F-J Shares	$	0.1100
E Shares	$	0.1100

March 31, 2026

Class	Net Distribution Per Share
F-S Shares	$	0.3399
F-I Shares	$	0.3399
F-J Shares	$	0.3399
E Shares	$	0.3399

June 30, 2026

Class	Net Distribution Per Share
F-S Shares	$	0.3424
F-I Shares	$	0.3424
F-J Shares	$	0.3424
I Shares	$	0.3424
J Shares	$	0.3424
E Shares	$	0.3424

Distribution Reinvestment Plan

The Company adopted a distribution reinvestment plan (the “DRIP”), in which cash distributions to shareholders are automatically reinvested in additional whole and fractional shares attributable to the type of Shares that a shareholder owns unless and until an election is made on behalf of such participating shareholder to withdraw from the DRIP and receive distributions in cash. The number of Shares to be received when distributions are reinvested is determined by dividing the amount of the distribution, net of any applicable withholding taxes, by the Company’s or a Series’ NAV per share as of the end of the prior month. Shares are distributed in proportion to the Series and types of Shares held by the shareholder under the DRIP. There is no sales load charge on Shares issued to a shareholder under the DRIP.

For the six months ended June 30, 2026, Series II issued the below Shares under the DRIP. For the three and six months ended June 30, 2025, Series II had not issued any Shares under the DRIP.

Class	Shares Reinvested		Dollars Reinvested
F-S_TE Shares		3,043	$	100,791
F-D_TE Shares		4,261	$	136,454
F-I_TE Shares		711	$	23,176
F-J_TE Shares		6,996	$	227,303
E_TE Shares		1	$	36
F-S Shares		4,245	$	136,805
F-I Shares		2,227	$	71,889
F-J Shares		31,212	$	1,005,293
E Shares		4,284	$	144,585
Total		56,980	$	1,846,332

Class	Shares Reinvested		Dollars Reinvested
F-S_TE Shares		3,443	$	113,791
F-D_TE Shares		5,655	$	180,454
F-I_TE Shares		882	$	28,661
F-J_TE Shares		9,079	$	293,926
E_TE Shares		1	$	36
F-S Shares		5,307	$	168,998
F-I Shares		2,719	$	86,810
F-J Shares		40,480	$	1,286,220
E Shares		5,625	$	186,660
Total		73,191	$	2,345,556

Share Redemption Program

Series II offers a share redemption program pursuant to which, on a quarterly basis, shareholders may request that the Company redeem all or any portion of their Shares. Series II may redeem fewer Shares than have been requested in any particular quarter to be redeemed under Series II’s share redemption program, or none at all, in the Board’s discretion at any time. The Company expects that Series II will conduct quarterly Share redemptions (each, a “Share Redemption”) for up to 5.0% of Series II’s aggregate NAV per calendar quarter (measured using the average aggregate NAV attributable to shareholders as of the end of the immediately preceding calendar quarter), without duplication. Per our share redemption program, requests for redemption are subject to an early redemption fee (the “Early Redemption Fee”) of 5% of the NAV of the Shares redeemed from a Shareholder if Shares are redeemed within 24 months of the original issue date of such Shares. Any Early Redemption Fee benefits Series II. Aggregate NAV is reflective of Series I NAV which consists of all the underlying assets of Series II. For the six months ended June 30, 2026 and for the period from the Funding Date to June 30, 2025, Series II did not redeem any Shares under the share redemption program.

9.	COMMITMENTS AND CONTINGENCIES

As of June 30, 2026, the Company and Series were not subject to any litigation nor were the Company and Series aware of any material litigation threatened against them.

Delayed draw term loan - unfunded commitment

The investment in Galaxy Helios I LLC includes a delayed draw term loan component where an additional principal of $627,350 was unfunded as of June 30, 2026. The unfunded loan commitment rate is 0.75%.

The investment in Substantial Holdco Limited includes a delayed draw term loan component where an additional principal of $1,505,918 was unfunded as of June 30, 2026. The unfunded loan commitment rate is 2.00%.

Equity – unfunded commitment

The investment in ISQ Orchid Fund, L.P. was for a commitment amount of $18,900,000. An amount of $900,000 was unfunded as of June 30, 2026.

Indemnifications

10.

INCOME TAXES

Series II operates so that it qualifies to be treated as a partnership for U.S. federal income tax purposes under the Internal Revenue Code of 1986, as amended, and not as a publicly traded partnership taxable as a corporation. As such, it is not subject to any U.S. federal and state income taxes.

Series II holds certain equity investments in taxable subsidiaries (the “Taxable Subsidiaries”). The Taxable Subsidiaries permit Series II to hold equity investments in Infrastructure Assets which are “pass through” entities for tax purposes. The Taxable Subsidiaries are not consolidated with Series II for income tax purposes and may generate income tax expense, or benefit, and the related tax assets and liabilities, as a result of the Taxable Subsidiaries’ ownership of certain Infrastructure Assets in the United States.

Income (loss) before tax expense (benefit) includes the following components:

	For the Six Months Ended June 30, 2026		For the period from March 28, 2025 (Funding Date) to June 30, 2025
Income (loss) before income taxes:
Total income (loss) before income taxes	$	11,540,085	$	-

Series II incurs income tax expense (benefit) related to its holdings of certain equity investments in Taxable Subsidiaries. The components of the provision for (benefit from) income taxes are as follows:

	For the Six Months Ended June 30, 2026		For the period from March 28, 2025 (Funding Date) to June 30, 2025
Deferred:
Federal Income Tax	$	2,458,326	$	-
State and Local Income Tax		97,088		-
	$	2,555,414	$	-
Current:
Federal Income Tax	$	144,458	$	-
State and Local Income Tax		44,560		-
	$	189,018	$	-

Total Income Tax Provision (Benefit)	$	2,744,432	$	-

The following table reconciles the U.S. federal statutory tax rate to the effective income tax rate:

	For the Six Months Ended June 30, 2026
U.S. Partnership Federal Statutory Tax Rate		-	%
Income taxes at federal corporate tax rate		22.55	%
State and Local Income Taxes (net of federal tax)		1.23	%
Effective Income Tax Rate		23.78	%

The following table represents significant components of Series II’s deferred tax assets and liabilities:

	For the Six Months Ended June 30, 2026		For the period from March 28, 2025 (Funding Date) to June 30, 2025
Deferred Tax Asset	$	-	$	-
Unrealized Appreciation (Depreciation)	$	-	$	-

Deferred Tax Liability	$	11,288,835	$	-
Current Tax Payable	$	39,016	$	-
Unrealized Appreciation (Depreciation)	$	11,327,851	$	-

In evaluating the appropriateness of accruing tax assets, Series II assesses whether it is more likely than not that some portion, or all, of the deferred tax assets, will be realized. Series II considers, among other things, the generation of future taxable income (including reversals of deferred tax assets) during the periods in which the related temporary differences will become deductible.

Tax Contingencies

Series II files its tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, Series II is subject to examination by U.S. federal and certain state, local and foreign tax regulators. As of June 30, 2026 and December 31, 2025, tax years including and after 2025 are subject to examinations by the tax authorities.

11.

FINANCIAL HIGHLIGHTS

The following are the financial highlights for the six months ended June 30, 2026:

	F-S_TE Shares			F-D_TE Shares			F-I_TE Shares			F-J_TE Shares			S_TE Shares			D_TE Shares			I_TE Shares			J_TE Shares			E_TE Shares			F-S Shares			F-I Shares			F-J Shares			I Shares ⁽⁷⁾			J Shares ⁽⁷⁾			E Shares
Per Share Data:
Net asset value at beginning of period	$	30.54		$	32.19		$	32.44		$	31.73		$	31.36		$	32.12		$	32.43		$	31.80		$	33.60		$	30.12		$	32.07		$	31.33		$	-		$	-		$	33.57

Proceeds from issuance of shares		-			-			-			-			-			-			-			-			-			-			-			-			25.00			25.00			-
Premium/(Discount) on issuance of shares		2.23			0.00			(0.14	)		0.04			(0.08	)		(0.09	)		(0.09	)		3.31			(0.72	)		1.86			(0.16	)		(0.01	)		(0.06	)		1.34			(0.13	)
Distributions declared (1)		(0.83	)		(0.84	)		(0.89	)		(0.84	)		(0.84	)		(0.84	)		(0.84	)		(0.79	)		(0.84	)		(0.79	)		(0.79	)		(0.79	)		(0.34	)		(0.34	)		(0.79	)
Service fees		(1.55	)		0.01			-			(0.10	)		0.07			0.02			-			(3.01	)		-			(1.48	)		-			(0.18	)		-			(1.99	)		-

Net investment income/(loss) (2)		(0.26	)		(0.61	)		(0.14	)		(0.55	)		(0.74	)		(0.68	)		(0.66	)		(0.29	)		-			(0.16	)		(0.16	)		(0.48	)		-			(0.09	)		(0.01	)
Net realized and unrealized gain/(loss) (3)		1.30			1.63			1.31			1.60			1.63			1.63			1.64			0.34			1.66			1.25			1.30			1.55			0.07			0.38			1.63
Reallocation of unrealized gain/(loss)		0.48			(0.79	)		(0.04	)		(0.13	)		(0.80	)		(0.80	)		(0.80	)		-			(0.77	)		0.30			-			(0.01	)		-			-			(0.58	)
Net increase/(decrease) in net assets resulting from operations		1.52			0.23			1.13			0.92			0.09			0.15			0.18			0.05			0.89			1.39			1.14			1.06			0.07			0.29			1.04

Net asset value at end of period	$	31.91		$	31.59		$	32.54		$	31.75		$	30.60		$	31.36		$	31.68		$	31.36		$	32.93		$	31.10		$	32.26		$	31.41		$	24.67		$	24.30		$	33.69
Shares outstanding at end of period		1,191,472			405,755			152,528			738,981			100			100			100			86,651			41			2,036,534			834,780			4,252,997			13,000			187,442			466,420
Weighted average shares outstanding		745,285			402,691			88,699			699,793			100			100			100			17,917			40			1,103,699			543,936			3,952,424			2,155			45,535			440,904
Ratio/Supplemental Data:
Net assets at end of period	$	38,018,838		$	12,817,846		$	4,963,116		$	23,462,815		$	3,060		$	3,136		$	3,168		$	2,717,390		$	1,350		$	63,342,664		$	26,926,148		$	133,569,315		$	320,702		$	4,555,475		$	15,715,715
Ratio to average net assets (4)(5)
Total expenses before expense support and after performance participation allocation		7.41	%		9.82	%		6.89	%		9.48	%		10.98	%		10.31	%		10.08	%		9.42	%		5.85	%		7.14	%		6.67	%		9.06	%		8.62	%		7.49	%		5.92	%
Total expenses after expense support and after performance participation allocation		3.97	%		6.34	%		3.38	%		5.96	%		7.43	%		6.85	%		6.65	%		5.55	%		2.40	%		3.59	%		3.30	%		5.56	%		4.23	%		4.00	%		2.49	%
Total expenses after expense support and before performance participation allocation		3.61	%		3.45	%		3.29	%		3.61	%		4.47	%		3.97	%		3.80	%		4.12	%		2.40	%		3.67	%		3.23	%		3.56	%		4.23	%		4.00	%		2.49	%
Net investment loss (5)		-1.65	%		-3.86	%		-0.88	%		-3.50	%		-4.86	%		-4.36	%		-4.18	%		-1.85	%		0.00	%		-1.01	%		-1.01	%		-3.10	%		0.03	%		-0.70	%		-0.08	%
Total return (6)(7)		7.20	%		0.76	%		3.06	%		2.72	%		0.26	%		0.26	%		0.29	%		1.11	%		0.52	%		5.88	%		3.06	%		2.78	%		0.05	%		-1.43	%		2.72	%

(1)

The per share data for distributions was derived by using the actual shares outstanding at the date of the relevant transaction (refer to Note 8).

(2)

The per share data was derived by using the weighted average shares outstanding during the applicable period.

(3)

The amount shown at this caption is the balancing amount derived from the other figures in the table. The amount shown at this caption for a share outstanding throughout the period may not agree with the change in the aggregate gains and losses in investments for the period because of the timing of sales of Series II shares in relation to fluctuating market value for the portfolio.

(4)

Actual results may not be indicative of future results. Additionally, an individual shareholder's ratio may vary from the ratios presented for a share class as a whole.

(5)

The ratios were derived using the simple average net assets during the applicable period.

(6)

The total return is calculated for each share class as the change in the net asset value for such share class during the period plus any distributions per share declared in the period. Amounts are not representative of total return as calculated for purposes of the Performance Participation Allocation as described in Note 6. The Series II performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by Shareholders in the purchase of the Series II shares.

(7)

Class I shares and Class J shares were first issued on June 1, 2026 and May 1, 2026, respectively. Amounts presented are for the period from issuance date through June 30, 2026. The ratios of expense and net investment income (loss) and the total return for these share classes have not been annualized.

12.

SUBSEQUENT EVENTS

Management has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined to disclose the following subsequent events and transactions.

Unregistered Sales of Equity Securities

In July 2026, Series II issued 424,350 Shares for total aggregate net consideration of $12,894,500. The offer and sale of such Shares were exempt from the registration provisions of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2), including Regulation D (for sales to accredited investors) and/or Regulation S (for sales to non-U.S. investors outside of the United States) thereunder.

Series II acquired a further $29,090,337 of equity investments and $100,009 of debt investments from affiliates after June 30, 2026.

Fifth Amended and Restated Limited Liability Company Agreement

Management Agreement

There are no other events that require disclosure or adjustment to the unaudited consolidated financial statements.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with the financial statements of each Series and notes thereto appearing in this Quarterly Report on Form 10-Q and the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”). In addition to historical data, this discussion contains forward-looking statements about our business, operations and financial performance based on current expectations that involve risks, uncertainties and assumptions. Our actual results may differ materially from those in this discussion as a result of various factors, including but not limited to those discussed in “Item 1A. Risk Factors” in the Annual Report.

Overview

We were formed as a Delaware limited liability company on January 15, 2025. The Company is sponsored by I Squared and indirectly benefits from I Squared’s asset sourcing, operations, and portfolio management capabilities.

We are a series limited liability company with series established or formed, as applicable, pursuant to Sections 18-215 or 18-218 of the Delaware Limited Liability Company Act (the “LLC Act”). The purchase of Shares of a Series of the Company is an investment only in that particular Series and not an investment in the Company as a whole. In accordance with the LLC Act, each Series is a separate series of limited liability company interests in the Company and not a separate legal entity.

Each of Series I and Series II were formed on March 13, 2025, as a registered series of the Company. Each of Series I and Series II will remain in existence until its certificate of registered series has been cancelled in the manner required by the LLC Act following Series I’s or Series II’s, as applicable, dissolution and the completion of the winding up of such Series in accordance with the Fourth Amended and Restated Limited Liability Company Agreement, as amended from time to time (the “LLC Agreement”), the applicable series agreement and Delaware law.

We have a limited operating history and were formed to own, control and provide capital to private companies, infrastructure assets and infrastructure-related assets located globally but with a focus on North America, Europe and selected growth economies, in particular, in Asia Pacific and Latin America.

Our business objective is to primarily achieve long-term capital appreciation as well as current income for Shareholders generally by owning and, in most cases, controlling and managing Infrastructure Assets with the objective of generating attractive risk-adjusted returns consisting of both current income and long-term capital appreciation (the “Joint Ventures”) through which we hold and will continue to hold, directly or indirectly, majority and/or primarily controlling stakes in Infrastructure Assets and to a lesser extent, Joint Ventures that own influential yet non-controlling stakes in Infrastructure Assets. We may also provide financing in relation to certain infrastructure projects. We may also hold non-controlling stakes in one or more Joint Ventures.

Infrastructure Assets make up and are expected to continue to make up a substantial portion of our assets. Additionally, we expect that, in the ordinary course, our control-oriented acquisitions of Infrastructure Assets, and loans made to a specific infrastructure project or, to a lesser extent, our other strategic investments in Infrastructure Assets, will make up approximately 80% of our assets (with no more than 30% of our assets made up of Joint Ventures and Infrastructure Assets located in countries that are not members of the Organization for Economic Co-operation and Development (the “OECD”)).

We actively manage a dynamic Liquidity Portfolio to support our ongoing cash flow needs, to bridge capital deployment and to enhance our liquidity position. While the size of the Liquidity Portfolio may fluctuate from time to time due to factors such as new subscriptions, shareholder redemptions, portfolio distributions or asset dispositions, we generally seek to maintain the Liquidity Portfolio below 20% of our total assets. Adverse market and economic conditions may impact our sources of liquidity and, in turn, affect our operations. Investments in blind pools or publicly traded equity securities are not considered part of the Liquidity Portfolio and are therefore excluded from this 20% target.

We operate and will continue to operate our business in a manner such that neither Series will be defined as an investment company, as that term is used under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

Results of Operations

From January 15, 2025 (date of formation) through September 30, 2025, we were in our organizational period, had not commenced our principal operations and were focused on our formation and the Form 10. Our Form 10 automatically became effective on June 13, 2025. We are dependent upon the proceeds from the Company’s continuous private offering of its Series’ Shares on a monthly basis (the “Private Offering”) in order to conduct our business. We intend to continue to acquire Infrastructure Assets with the capital received from our Private Offering and any indebtedness that we may incur in connection with such activities. We commenced our principal operations on October 1, 2025.

Income

We generate income primarily from our long-term ownership and control of Joint Ventures and Infrastructure Assets and, to a lesser extent, investments in our Liquidity Portfolio, which may consist of dividend income, interest income, and net realized gains or losses and net change in unrealized appreciation or depreciation.

Series II recorded $1,680,663 of revenues for the three months ended June 30, 2026, consisting of dividend income and interest income, of which $237,877 and $187,556, respectively, is attributable to investors in Series I through its investment in Series II. Income was received from realized dividends on our equity investments, interest received from credit investments, and interest from the Liquidity Portfolio.

Series II recorded $3,099,021 of revenues for the six months ended June 30, 2026, consisting of dividend income and interest income, of which $457,381 and $292,962, respectively, is attributable to investors in Series I through its investment in Series II. Income was received from realized dividends on our equity investments, interest received from credit investments, and interest from the Liquidity Portfolio.

Expenses

Management Fee

Pursuant to the management agreement with the Manager (the “Management Agreement”), the Manager is entitled to receive the management fee (the “Management Fee”), which is reduced by the Offsetable Fees (as defined below), as applicable, from the Company. The Management Fee is paid by Series II and indirectly borne by Series I through its indirect investment in Series II.

The Management Fee is payable monthly in arrears in an amount equal to (i) 0.75% per annum for Class F-S Shares, Class F-D Shares, Class F-I Shares, Class F-J Shares, Class F-S_TEShares, Class F-D_TEShares, Class F-I_TEShares and Class F-J_TE Shares (together with Class F-S Shares, Class F-D Shares, Class F-I Shares, Class F-J Shares, Class F-S_TEShares, Class F-D_TEShares and Class F-I_TE Shares, the “Founder Shares”), and (ii) 1.25% per annum for Class S Shares, Class D Shares, Class I Shares, Class J Shares, Class S_TE Shares, Class D_TE Shares, Class I_TE Shares and Class J_TE Shares of the month-end net asset value (“NAV”) attributable to the Shares, before giving effect to any accruals for the Management Fee, ongoing shareholder servicing fees of 0.85% of NAV per annum for Class F-S Shares, Class S Shares, Class F-S_TE Shares and Class S_TE Shares, shareholder servicing fees of 0.50% of NAV per annum of Class F-J Shares, Class F-J_TE Shares, Class J Shares and Class J_TE Shares and shareholder servicing fees of 0.25% for Class F-D Shares, Class D Shares, Class F-D_TE Shares and Class D_TE Shares (the “Servicing Fee”), the Performance Participation Allocation (defined below), share redemptions for that month, any distributions and without taking into account any taxes (whether paid, payable, accrued or otherwise) of any intermediate entity through which we indirectly acquire, hold, provide financing with respect to, or dispose of any one or more Infrastructure Assets (each, an “Intermediate Entity” and together “Intermediate Entities”), as determined in the good faith judgment of the Manager. Such Management Fee is calculated on a monthly basis based on our transactional NAV, which is used to determine the price at which we sell and redeem our Shares. With respect to the Founder Shares, the Management Fee is payable monthly in arrears in an amount equal to 0.75% per annum for the Founder Shares (the “Management Fee Rate”) and will increase to 1.25% per annum after the first 36 months in which the Founder Shares are offered measured from the date of commencement of the Private Offering. The Manager, in its sole discretion, may agree to waive all or a portion of the Management Fee, or to agree to a reduced/rebated Management Fee Rate, with respect to any particular Shareholder or financial intermediary. The Class E Shares and Class E_TE Shares will not bear a Management Fee. To avoid duplication, Series I Shares will bear their proportional share of the Management Fee indirectly based on their proportional interest in the same class of Series II Shares directly subject to such Management Fee.

In addition to the fees paid to the Manager, we pay all other costs and expenses of our operations, including compensation of our employees and non-investment professional employees of the Manager or I Squared, directors, custodial expenses, leveraging expenses, transfer agent expenses, legal fees, expenses of independent auditors, expenses of our periodic redemptions, expenses of preparing, printing and distributing offering documents, Shareholder reports, notices, proxy statements and reports to governmental agencies and taxes, if any.

The Manager earned $556,484 total Management Fees for the three months ended June 30, 2026, $149,353 of which is attributable to investors in Series I through its investment in Series II and $407,131 of which is attributable to investors in Series II.

The Manager earned $929,209 total Management Fees for the six months ended June 30, 2026, $242,040 of which is attributable to investors in Series I through its investment in Series II and $687,169 of which is attributable to investors in Series II.

Performance Participation Allocation

The performance participation allocation payable to I Squared (the “Performance Participation Allocation”) is equal to 12.5% of the Total Return attributable to Investor Shares subject to a 5.0% annual Hurdle Amount and a High Water Mark with a 100% Catch-Up (each term defined herein). Such allocation is measured and allocated or paid annually and accrued monthly (subject to pro-rating for partial periods). Such Performance Participation Allocation is calculated based on our transactional NAV, which is used to determine the price at which we sell and redeem our Shares. The Class E Shares and Class E_TE Shares do not bear any Performance Participation Allocation, and as a result, it is an expense specific only to Investor Shares at the rates specified herein, which results in the dilution of Investor Shares in proportion to the fees charged to different types of Investor Shares. To avoid duplication, Series I Shares bear their proportional share of the Performance Participation Allocation indirectly based on their proportional interest in the same class of Series II Shares directly subject to such Performance Participation Allocation.

Specifically, promptly following the end of each Reference Period (as described below), I Squared is allocated a Performance Participation Allocation in an amount equal to:

●

First, if the Total Return with respect to Investor Shares for the applicable period exceeds the sum, with respect to such relevant type of Shares, of (i) the Hurdle Amount for that period and (ii) the Loss Carryforward Amount (any such excess, “Excess Profits”), 100% of such Excess Profits until the total amount allocated to I Squared equals 12.5% of the sum of (x) the Hurdle Amount for that period and (y) any amount allocated to I Squared with respect to such type of Shares pursuant to this clause (any such amount, the “Catch-Up”); and

●

Second, to the extent there are remaining Excess Profits, 12.5% of such remaining Excess Profits.

I Squared is also allocated a Performance Participation Allocation with respect to all Investor Shares that are redeemed in connection with redemptions of Shares in an amount calculated as described above with the relevant period being the portion of the Reference Period for which such Shares were outstanding, and proceeds for any such Share redemptions are reduced by the amount of any such Performance Participation Allocation. Such Performance Participation Allocation is calculated based on the transactional NAV.

Series II pays the Performance Participation Allocation to I Squared. I Squared may elect to receive the Performance Participation Allocation in cash, Class E Shares and/or shares, interests or other forms of beneficial ownership in any Intermediate Entities. If the Performance Participation Allocation is paid in Class E Shares, such Shares may be redeemed at I Squared’s or its affiliate’s request and are subject to the quarterly redemption limitations of our quarterly share redemption program. I Squared intends to only request redemption of the Initial Capital Commitment (as defined below) following the earlier of (i) two years from the date the Company acquires its first Seed Asset(s) or (ii) such time the Company’s NAV exceeds $750 million; provided that such redemption requests may be accepted only after all redemption requests from unaffiliated shareholders have been fulfilled. I Squared intends to initially elect to receive the Performance Participation Allocation in Class E Shares. To align its economic interests with those of Shareholders, I Squared intends to delay the timing for when it will receive cash proceeds in respect of the Performance Participation Allocation. I Squared will give Shareholders at least one calendar quarter’s notice prior to making significant changes in the manner in which I Squared expects to receive its Performance Participation Allocation.

“Total Return” with respect to any Shares for any period since the end of the prior Reference Period shall equal the sum of: (i) all distributions accrued or paid (without duplication) on such Investor Shares outstanding at the end of such period since the beginning of the then-current Reference Period; plus (ii) the change in NAV per Share of such Investor Shares since the beginning of the Reference Period before giving effect to (x) changes resulting solely from the proceeds of issuances of the Investor Shares, (y) any allocation/accrual to the Performance Participation Allocation and (z) applicable expenses for the Servicing Fee (including any payments made to the Company generally or the Series for payment of such expenses).

For the avoidance of doubt, the calculation of the Total Return will (i) include any appreciation or depreciation in the NAV per Share of Investor Shares issued during the then-current Reference Period, (ii) treat any withholding tax on distributions paid by or received by the Company generally or any Series as part of the distributions accrued or paid on Investor Shares, (iii) exclude the proceeds from the initial issuance of such Shares and (iv) exclude any taxes (whether paid, payable, accrued or otherwise) of any Intermediate Entities, and may be calculated without taking into account certain deferred tax liabilities of such Intermediate Entities, as determined in the good faith judgment of the Manager.

“Hurdle Amount” for any period during a Reference Period means that amount that results in a 5% annualized internal rate of return on the NAV of the Investor Shares outstanding at the beginning of the then-current Reference Period and all Investor Shares issued since the beginning of the then-current Reference Period, calculated in accordance with recognized industry practices and taking into account the timing and amount of all distributions accrued or paid (without duplication) on all such Shares but excluding applicable expenses for the Servicing Fee.

The ending NAV of Investor Shares used in calculating the internal rate of return will be calculated before giving effect to any allocation/accrual to the Performance Participation Allocation and applicable expenses for the Servicing Fee. For the avoidance of doubt, the calculation of the Hurdle Amount for any period will exclude any Investor Shares redeemed during such period, which will be subject to the Performance Participation Allocation upon redemption as described above.

Except as described in the definition of “Loss Carryforward Amount” below, any amount by which the Total Return falls below the Hurdle Amount will not be carried forward to subsequent periods.

I Squared is not obligated to return any portion of the Performance Participation Allocation paid due to the subsequent performance of the Company.

“Loss Carryforward Amount” shall initially equal zero and shall cumulatively increase by the absolute value of any negative annual Total Return and decrease by any positive annual Total Return; provided, that the Loss Carryforward Amount shall at no time be less than zero and provided further that the calculation of the Loss Carryforward Amount will exclude the Total Return related to any Investor Shares redeemed during the applicable Reference Period, which will be subject to the Performance Participation Allocation upon redemption as described above. For the avoidance of doubt, with respect to Shares redeemed during the applicable Reference Period, the Loss Carryforward Amount shall not include amounts that would have been attributable to such redeemed Shares had such Shares not been redeemed during the applicable Reference Period. The effect of the Loss Carryforward Amount is that the recoupment of past annual Total Return losses will offset the positive annual Total Return for purposes of the calculation of the Performance Participation Allocation. This is referred to as a “High Water Mark.”

“Reference Period” means the applicable year beginning on October 1 and ending on September 30 of the next succeeding year; provided, that the initial Reference Period shall be the period from July 1, 2025, to September 30, 2026.

The Manager earned a Performance Participation Allocation of $44,204 for the three months ended June 30, 2026, $23,598 of which is attributable to investors in Series I through its investment in Series II and $20,606 of which is attributable to investors in Series II.

The Manager earned a Performance Participation Allocation of $1,712,216 for the six months ended June 30, 2026, $490,127 of which is attributable to investors in Series I through its investment in Series II and $1,222,089 of which is attributable to investors in Series II.

Servicing Fees

The Company pays the applicable selling agents (“Selling Agents”) ongoing servicing fees (a) of 0.85% of NAV per annum for Class F-S Shares, Class S Shares, Class F-S_TE Shares and Class S_TE Shares, (b) of 0.50% of NAV per annum for Class F-J Shares, Class J Shares, Class J_TE Shares and Class F-J_TEShares and (c) of 0.25% of NAV per annum for Class F-D Shares, Class D Shares, Class F-D_TE Shares and Class D_TE Shares, accrued and payable monthly. Such Servicing Fees are calculated based on the transactional NAV. To avoid duplication, Class F-S_TE Shares, Class S_TE Shares, Class J_TE Shares, Class F-J_TEShares, Class F-D_TE Shares and Class D_TE Shares will bear their proportional share of the Servicing Fee indirectly based on their proportional interest in the same class of Series II Shares directly subject to such Servicing Fee.

The Class I Shares, Class F-I Shares, Class E Shares, Class I_TE Shares, Class F-I_TE Shares and Class E_TE Shares do not bear Servicing Fees. In certain cases, the Servicing Fee may be paid to one or more placement support agents (each a “Placement Support Agent”) engaged by the Company to assist the Company’s engagement of placement agents and other financial intermediaries in selling Shares and then remitted to the applicable Selling Agent. The Company may also pay for certain sub-transfer agency, platform, sub-accounting and administrative services outside of the Servicing Fee.

For the three months ended June 30, 2026, the Company incurred Servicing Fees of $68,228, consisting of $19,558 and $48,670 for Series I investors and Series II investors, respectively.

For the six months ended June 30, 2026, the Company incurred Servicing Fees of $295,782, consisting of $80,953 and $214,829, for Series I investors and Series II investors, respectively.

Administration

SS&C GIDS, Inc. serves as the administrator (the “Administrator”) and accounting agent. Pursuant to the administration agreement, the Administrator is responsible for generally managing the administrative affairs of the Company. The Administrator is entitled to receive a monthly fee relative to the monthly value of the Company’s net assets, subject to a minimum annual fee, plus out-of-pocket expenses. For the three months ended June 30, 2026, the Company incurred fees to the Administrator of $290,353. For the six months ended June 30, 2026, the Company incurred fees to the Administrator of $586,011.

Organizational and Offering Expenses

The Company bears all fees, costs and expenses incurred in connection with the organization of the Company, its pro rata share of fees, costs and expenses incurred with the organization of any Intermediate Entities and all fees, costs and expenses incurred in connection with the offering of the Shares, including, without limitation, related legal and accounting fees, printing costs, expenses associated with initial registrations, or any similar regime in other jurisdictions, travel, accommodation and other out-of-pocket expenses (collectively, the “Organizational and Offering Expenses”).

The Company reimburses the Manager or its affiliates for the Organizational and Offering Expenses incurred prior to the commencement of operations of the Company subject to the Expense Limitation Agreement discussed herein (including legal, accounting, audit, printing, mailing, subscription processing and filing fees and expenses, due diligence expenses of participating broker-dealers supported by detailed and itemized invoices, costs in connection with preparing sales materials, design and website expenses, fees and expenses of the Company and/or the Series), to the extent necessary so that, for any fiscal year, the Company’s annual Specified Expenses (defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month.

For the three months ended June 30, 2026, Series II did not incur Organizational and Offering Expenses. For the three months ended June 30, 2026, Series II amortized $441,226 of deferred offering expenses.

For the six months ended June 30, 2026, Series II did not incur Organizational and Offering Expenses. For the six months ended June 30, 2026, Series II amortized $882,452 of deferred offering expenses.

Expense Limitation and Reimbursement Agreement

The Company, on behalf of each Series, entered into an Expense Limitation and Reimbursement Agreement (the “Expense Limitation Agreement”) with the Manager on August 11, 2025, pursuant to which the Manager agreed to forgo an amount of its monthly Management Fee and/or pay, absorb or reimburse certain expenses of the Company (and in turn each Series), to the extent necessary through and including June 30, 2026, so that, for any fiscal year, the Company’s annual Specified Expenses (as defined below) do not exceed 0.75% of the Company’s net assets as of the end of each calendar month. The Company, on behalf of each Series, agreed to carry forward the amount of any forgone management fee and/or expenses paid, absorbed or reimbursed by the Manager, when and if requested by the Manager, within five years from the end of the month in which the Manager waived or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only if and to the extent that Specified Expenses plus any recoupment do not exceed 0.75% of the Company’s net assets at the end of each calendar month. The Manager is permitted to recapture a Specified Expense in the same year it is incurred. “Specified Expenses” is defined to include all expenses incurred in the business of the Company and the Series, including organizational and offering costs and any costs associated with the transfer of a warehoused Infrastructure Asset to the Company, with the exception of (i) the Management Fee, (ii) the Performance Participation Allocation, (iii) the Servicing Fee, (iv) Infrastructure Asset level expenses, (v) brokerage costs or other investment-related out-of-pocket expenses, including with respect to unconsummated transactions, in each case, accrued on or after the Company acquires its first Infrastructure Asset(s) (the “Initial Close”), (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Company), (vii) taxes, (viii) ordinary corporate operating expenses (including costs and expenses related to hiring, retaining, and compensating employees, officers and directors of the Company) accrued on or after the Initial Close, (ix) certain insurance costs and (x) extraordinary expenses (as determined in the sole discretion of the Manager).

The Company, on behalf of each Series, agreed that its obligations under the Expense Limitation Agreement shall survive termination of the Expense Limitation Agreement. Further, upon dissolution, liquidation, sale of substantially all of the assets of the Company or termination of the Management Agreement, including termination of the Management Agreement by the Company, the Company agreed first to reimburse the Manager any amounts previously reimbursed by the Manager to the Company under the Expense Limitation Agreement in excess of the total Management Fee that would have otherwise been due to the Manager by the Company.

For the three months ended June 30, 2026, the Manager elected to provide Series II Expense Support of $2,392,865, of which $606,333 was attributable to investors in Series I through its investment in Series II.

For the six months ended June 30, 2026, the Manager elected to provide Series II Expense Support of $4,409,942, of which $1,077,526 was attributable to investors in Series I through its investment in Series II.

Operating Expenses

Each Series pays all costs, expenses and liabilities incurred in connection with affairs of the Company generally or any Series (collectively, the “Operating Expenses”), including its pro rata share of costs, expenses and liabilities incurred by any Intermediate Entities. Each Series will pay or otherwise bear its proportionate portion of the foregoing payments, fees, costs, expenses and other liabilities (for the avoidance of doubt, including any applicable value added tax) or obligations resulting from, related to, associated with, arising from or incurred in connection with the Company generally and/or operations. The Company will bear any extraordinary expenses it may incur, including any litigation expense.

Series II incurred Operating Expenses of $3,528,250, of which $968,049 is allocated to Series I through its investment in Series II, for the three months ended June 30, 2026. Series I further incurred its own Operating Expenses of $142,967, for the three months ended June 30, 2026.

Series II incurred Operating Expenses of $6,127,384, of which $1,642,889 is allocated to Series I through its investment in Series II, for the six months ended June 30, 2026. Series I further incurred its own Operating Expenses of $283,118, for the six months ended June 30, 2026.

Net Unrealized Appreciation

Series II recorded $4,972,033, of net change in unrealized appreciation for the three months ended June 30, 2026. Of this amount, $1,269,866 is attributable to Series I for its investment in Series II. Net changes in unrealized appreciation were generated from positive changes in value of our Infrastructure Assets. A smaller portion of unrealized appreciation was generated from our Liquidity Portfolio holdings.

Series II recorded $11,819,744 of net change in unrealized appreciation for the six months ended June 30, 2026. Of this amount, $2,811,206 is attributable to Series I for its investment in Series II. Net changes in unrealized appreciation were generated from positive changes in value of our Infrastructure Assets. A smaller portion of unrealized appreciation was generated from our Liquidity Portfolio holdings.

Hedging Activities

The Company may, at its discretion, exercise hedging transactions for risk management purposes, rather than market speculation. Hedging activities are governed by the Manager’s hedging policy.

The Company may enter into foreign exchange hedging arrangements to manage foreign currency exchange rate risk on its non-U.S. dollar denominated securities or to reduce the valuation and/or income impact of adverse foreign exchange rate movement on its non-USD denominated Infrastructure Asset transactions. These hedging instruments are used to reduce the Company’s exposure to fluctuations in exchange rates that may impact the value of its investments and transactions. The fair value of such instruments is typically marked-to-market on a continuous basis, with changes in value recognized by the Company as unrealized gains or losses. Upon settlement or closure of the hedging position, the Company recognizes a realized gain or loss equal to the difference between the value at the inception of the hedge and the value at its conclusion.

Foreign exchange hedging activities involve elements of market risk beyond the amounts recognized in the Company’s financial statements. The Company’s primary risk related to hedging is the risk of an unfavorable change in the foreign exchange rate underlying the hedging instrument. Additional risks may arise from the potential inability of counterparties to meet the terms of their agreements. By using derivative instruments, the Company is exposed to counterparty credit risk, which is the risk that derivative counterparties may not perform in accordance with contractual provisions. The Company’s exposure to credit risk from counterparty non-performance is limited to the unrealized gains inherent in such transactions that are recognized in the Company’s financial statements.

Liquidity and Capital Resources

As of June 30, 2026, Series I and Series II had $6,743 and $23,747,560 in cash and cash equivalents, respectively, primarily the result from sales of our Shares.

Series II entered into the 2026 Credit Agreement, pursuant to which the lenders thereunder agreed to provide revolving loans up to an aggregate initial principal amount of $60,000,000 subject to customary conditions. No amounts had been drawn under this facility as of June 30, 2026.

We expect to generate cash primarily from (i) the net proceeds of our continuous Private Offering, (ii) any financing arrangements we may enter into in the future and (iii) any future offerings of our equity or debt securities. Also see “Expense Limitation and Reimbursement Agreement” above. We believe that cash provided by such means will be sufficient to satisfy our anticipated cash requirements for the next twelve months and foreseeable future.

Our primary use of cash is (i) the acquisition of Infrastructure Assets, (ii) the cost of operations (including the Management Fee and Performance Participation Allocation), (iii) debt service of any borrowings, (iv) distributions and (v) periodic redemptions, including under any share redemptions or tender offers, subject to quarterly offering of a redemption window.

Cash Flows

The following table summarizes the changes to our cash flows for the six months ended June 30, 2026:

	June 30, 2026 (Series I)			June 30, 2026 (Series II)
Net Cash flows provided by (used in):
Operating activities	$	(46,689,445	)	$	(133,417,477	)
Financing activities	$	46,689,188		$	154,887,066
Net increase/(decrease) in cash	$	(257	)	$	21,469,589

Cash flows used in operating activities

Our cash flows used in operating activities primarily reflects the acquisition, sale and syndication of Infrastructure Assets. In addition, our net increase in net assets reflects income from interest, increase in the value of our Infrastructure Assets and Liquidity Portfolio, partially offset by expenses and income taxes incurred.

Cash flows provided by financing activities

Our cash flows provided by financing activities primarily reflects the gross proceeds from the issuance of Shares in our Private Offering and borrowings.

Critical Accounting Estimates

Below is a discussion of the accounting policies that management believes are critical to understanding our historical and future performance. We consider these policies critical because they involve significant judgments and assumptions and require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. Our accounting policies have been established to conform with U.S. GAAP. The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to use judgments in the application of such policies. These judgments will affect our reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our consolidated financial statements. Additionally, other companies may utilize different estimates that may impact the comparability of our results of operations to those of companies in similar businesses.

Valuation of Company Assets

The fair value of all Infrastructure Assets will ultimately be determined by the Manager in accordance with the Company’s valuation policies and procedures approved by the Board. It will, in certain circumstances, be the case that the valuation of an Infrastructure Asset may not reflect the price at which the Infrastructure Asset is ultimately sold, and the difference between the valuation and the ultimate sale price could be material. The valuation methodologies used to value any Infrastructure Assets will involve subjective judgments and projections and may, in certain circumstances, not be accurate. Valuation methodologies will also involve assumptions and opinions about future events, which may or may not turn out to be correct. Valuation methodologies may permit reliance on a prior period valuation of particular Infrastructure Assets. Ultimate realization of the value of an asset depends to a great extent on economic, market and other conditions beyond the Manager’s control. There will be no retroactive adjustment in the valuation of any Infrastructure Asset, the price at which Shares were purchased or sold by Shareholders or redeemed by the Company, as applicable, the Management Fee or the Performance Participation Allocation to the extent any valuation proves to not accurately reflect the realizable value of an asset in the Company. The valuation of Infrastructure Assets will affect the amount and timing of the Performance Participation Allocation payable to I Squared and the amount of the Management Fee payable to the Manager. The valuation of investments of I Squared Vehicles will, in certain circumstances, affect the decision of potential Shareholders to subscribe for Shares. Similarly, the valuation of the Company’s Infrastructure Assets will, in certain circumstances, affect the ability of I Squared to form and attract capital to I Squared Vehicles. As a result, there may be circumstances in which the Manager is incentivized to make more speculative acquisitions of Infrastructure Assets, seek to deploy capital in Infrastructure Assets at an accelerated pace, hold Infrastructure Assets longer and/or the Manager is incentivized to determine valuations that are higher than the actual fair value of Infrastructure Assets. In particular, given that the Management Fee and the Performance Participation Allocation will be dependent on the valuation of illiquid assets, which will be determined by the Manager, the Manager could be incentivized to value the assets higher than if the Management Fee were not based on the valuation of such assets. The foregoing conflicts arising from valuation matters will not necessarily be resolved in favor of the Company, and Shareholders may not be entitled to receive notice or disclosure of the occurrence of these conflicts.

Recent Accounting Pronouncements

There were no accounting pronouncements issued during the three months ended June 30, 2026 that are expected to have a material impact on our financial statements included in this Quarterly Report on Form 10-Q.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

I Squared committed to invest at least $15,000,000, in the aggregate, across the Company and other associated vehicles managed by the Manager (the “Initial Capital Commitment”), including $7,500,000 in the Company. See “—Results of Operations” above for other contractual obligations and commitments with payments due subsequent to June 30, 2026.

Net Asset Value

We calculate NAV per share in accordance with valuation policies and procedures that have been approved by the Board. Our U.S. GAAP net asset value (“GAAP NAV”) is our NAV determined in accordance with U.S. GAAP. Our transactional NAV is calculated by adjusting our GAAP NAV as of the relevant valuation date as follows: (i) the Excess Expenses paid by the Manager pursuant to the Expense Limitation Agreement will be recognized as a reduction to Transactional NAV in the month we reimburse the Manager for such costs, (ii) shareholder servicing fees, as applicable, are recognized as a reduction to Transactional NAV on a monthly basis as such fees are accrued, (iii) tax liabilities of certain taxable subsidiaries through which we hold Infrastructure Assets that are contingent upon the expected manner of the divestment of the associated underlying Infrastructure Asset and are not expected to be recognized by us are excluded (although the current tax liabilities of any such taxable subsidiaries may be taken into account in determining the fair value of the associated underlying Infrastructure Assets) and (iv) for assets acquired or sold pursuant to seller provided financing and/or delayed payment terms, Transactional NAV shall only reflect the portion of the asset acquired or sold that has been paid for and shall not account for the portion of the asset that remains financed.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Our primary risk exposures include potential changes in fair market value, interest rate risks, and liquidity risk. Subject to oversight by the Principal Committee (or a member thereof) and any committee of the Board or the Manager is responsible for the oversight of risks to our business.

Changes in Fair Market Value

We invest and will continue to invest, primarily, in privately held infrastructure assets where market prices may not be readily apparent. Any portfolio assets will be held at fair value as determined using a discounted cash flow, market comparable, and/or precedent transaction approach and in accordance with our valuation policy.

Changes to these inputs, whether due to macroeconomic conditions, changes in market interest rates, regulatory changes, operating performance, or market comparables may result in material increases or decreases in reported fair market value.

Interest Rate Risk

Changes in benchmark interest rates may impact discount rates used to determine asset fair market values in a discounted cash flow approach, alter comparable market multiples, or change required rates of return on assets. As a result, increases in interest rates may have a negative impact on fair values, while a decrease in interest rates may have a positive impact on fair values.

Credit Risk

Many portfolio assets utilize debt financing. Changes in benchmark interest rates, particularly increases in benchmark rates, may adversely impact the financing costs of underlying portfolio assets. Liquidity impacts, increased interest expenses, and refinancing risks all exist in scenarios where market interest rates change.

Additionally, we intend to utilize a NAV-based credit facility for working capital purposes. Adverse movement in interest rates will directly impact the cost of borrowing to the vehicle and potentially reduce liquidity availability.

Further, we are subject to credit risk in connection with our investments in debt securities and other credit instruments. Credit risk is the risk that a company or counterparty will fail to meet its obligations in accordance with agreed terms. Adverse changes in the credit quality of a company or a deterioration in general economic conditions may increase the likelihood of default or non-payment, which could result in losses to us.

Exchange Rate Risk

Foreign exchange rates: We intend to invest in infrastructure assets globally. Relative changes in interest rates between currency pairs have shown to impact foreign exchange rates. As such, relative global changes in interest rates against us, a USD denominated vehicle, may impact the fair market values of portfolio assets, as well as have adverse effects on the mark-to-market of any hedge positions we may choose to exercise.

Liquidity Risk

We intend to invest, primarily, in illiquid assets that are not actively traded. As such, our ability to realize value from investments is dependent on strategic transactions, corporate events, or other liquidity events, and the timing and outcomes of which are uncertain and subject to market conditions.

In a stressed scenario, our ability to generate adequate liquidity from our portfolio assets may be challenged. Further, any required asset liquidation will have unknown timing and uncertain outcomes.

Item 4.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company and the Series maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to the Company’s management, including its Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q was made under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer. Based upon this evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures (a) are effective to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is timely recorded, processed, summarized and reported within the time periods specified by the SEC and (b) include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a–15(f) and 15d–15(f) under the Exchange Act) that occurred during our most recent fiscal period, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certifications

The Certifications of the Principal Executive Officer and Principal Financial Officer of the Company, required by Section 302 and Section 906 of The Sarbanes–Oxley Act of 2002, which are filed or furnished as Exhibits 31.1, 31.2, 32.1 and 32.2 to this report, are applicable to each Series individually and to the Company as a whole.

Part II. Other Information

Item 1.

Legal Proceedings.

The Company is not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceedings threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our Infrastructure Assets. We may also be subject to regulatory proceedings.

Item 1A.

Risk Factors.

For information regarding the risk factors that could affect the Company’s business, operating results, financial condition and liquidity, see “Item 1A. Risk Factors” in the Annual Report. There have been no material changes to the risk factors previously disclosed in the Annual Report.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

All sales of unregistered securities during the three months ended June 30, 2026 were previously disclosed.

Share Redemptions

There have been no share redemptions that are registered under Section 12 of the Exchange Act for the three months ended June 30, 2026.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

Not applicable.

Item 5.

Other Information.

Fifth Amended and Restated Limited Liability Company Agreement

On August 11, 2026, by a written consent, ISQ Holdings, LLC, as Series I controlling shareholder, and ISQ Open Infrastructure Holdings, L.P., as the Series II controlling shareholder, approved the Fifth Amended and Restated Limited Liability Company Agreement (the “Fifth A&R LLCA”). On August 11, 2026, the Fifth A&R LLCA was executed, which amended and restated the Company’s Fourth Amended and Restated Limited Liability Company Agreement, dated as of August 11, 2025.

The foregoing summary description of the Fifth A&R LLCA does not purport to be complete and is qualified in its entirety by reference to the Fifth A&R LLCA, a copy of which is included as Exhibit 3.4 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Management Agreement

The foregoing summary description of the A&R Management Agreement does not purport to be complete and is qualified in its entirety by reference to the A&R Management Agreement, a copy of which is included as Exhibit 10.2 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

Item 6.

Exhibits.

Exhibit Number		Description
3.1		Amended and Restated Certificate of Formation, dated January 15, 2025 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10 filed with the SEC on April 11, 2025)
3.2		Certificate of Registered Series of ISQ Open Infrastructure Company LLC - Series I, dated March 13, 2025 (incorporated by reference to Exhibit 3.2 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025)
3.3		Certificate of Registered Series of ISQ Open Infrastructure Company LLC - Series II, dated March 13, 2025 (incorporated by reference to Exhibit 3.3 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2025)
3.4*		Fifth Amended and Restated Limited Liability Company Agreement, by and among ISQ OpenInfra Registered Advisor LLC, ISQ Holdings, LLC, ISQ Open Infrastructure Holdings, L.P., ISQ Open Infrastructure Investors, L.P. and any other Persons who are or hereafter become Members or parties, dated as of August 11, 2026
4.1		Distribution Reinvestment Plan (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 2, 2025)
4.2		Share Redemption Program (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 2, 2025)
10.1		Credit Agreement, dated as of June 11, 2026, among ISQ Open Infrastructure Company LLC - Series II, as initial borrower, the other borrowers from time to time party thereto, the lenders from time to time party thereto and Sumitomo Mitsui Banking Corporation, as administrative agent and lead arranger (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on June 17, 2026)
10.2*		Amended and Restated Management Agreement, by and between ISQ Open Infrastructure Company LLC and ISQ OpenInfra Registered Advisor LLC, dated as of August 11, 2026
31.1*		Certification of Principal Executive Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer, pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

**	Furnished herewith

The agreements and other documents filed or furnished as exhibits to this Quarterly Report on Form 10-Q are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and shareholders should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ISQ OPEN INFRASTRUCTURE COMPANY LLC

	By:	/s/ Walid Chammah
	Name:	Walid Chammah
	Title:	Chief Executive Officer
		(Principal Executive Officer)

	By:	/s/ Starr Frohlich
	Name:	Starr Frohlich
	Title:	Principal Financial Officer and Principal Accounting Officer

Date: August 14, 2026