Subsequent Events |
6 Months Ended | ||
|---|---|---|---|
Jun. 30, 2026 | |||
| ISQ Open Infrastructure Company LLC - Series I [Member] | |||
| Subsequent Events [Line Items] | |||
| 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. |
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| ISQ Open Infrastructure Company LLC Series II [Member] | |||
| Subsequent Events [Line Items] | |||
| 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
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. |