INDEPENDENT VERDICT
ISQ Open Infrastructure Company LLC is materially different from a traditional I Squared flagship infrastructure fund. Its September 18, 2026 Form D/A reports $339,311,744 sold to 1,384 investors under an indefinite Rule 506(b) offering, compared with only $880,000 and 110 investors in the September 2025 amendment. The offering accepts both equity and debt securities, is intended to remain open for more than one year, and uses Morgan Stanley Smith Barney as a distribution channel with estimated cumulative sales commissions of $3.26 million. More importantly, ISQ OpenInfra is also an Exchange Act reporting company filing audited 10-Ks and quarterly 10-Qs, providing a level of portfolio, fee and related-party visibility that most private Form D issuers never disclose. The vehicle was designed as I Squared's private-wealth access channel into infrastructure, not simply another institutional closed-end fund.
THE UNIQUE STORY IS THE TWO-SERIES ARCHITECTURE: SERIES I IS NOT THE SAME THING AS SERIES II, AND SERIES I INVESTS SUBSTANTIALLY INTO SERIES II
ISQ Open Infrastructure Company was formed in Delaware on January 15, 2025 and created two registered series on March 13, 2025. SEC financial statements make the legal separation explicit: Series I and Series II have segregated assets and liabilities and are treated as distinct entities for federal tax purposes. An investor buying one Series does not automatically own an interest in the other Series or in the LLC as a whole. The structure becomes even more interesting economically because Series I itself invested heavily in Series II. At December 31, 2025, Series I reported approximately $35.6 million invested in Series II against total assets of roughly $36.26 million. That means Series I initially functioned largely as an access layer into the underlying infrastructure portfolio held through Series II rather than independently building an entirely separate direct-asset portfolio.
SERIES II PROVIDES ACTUAL LOOK-THROUGH PORTFOLIO EVIDENCE — INCLUDING TEN, LIBERTY TIRE, KIO NETWORKS, EZEE FIBER AND ENTEK
By June 30, 2026, Series II's SEC financial statements identified actual infrastructure exposures instead of merely describing broad sectors. Transport Equipment Network, or TEN, was one of the most significant disclosed positions, with Series II holding the investment through a wholly owned intermediate entity. During the first six months of 2026, Series II also acquired Liberty Tire Recycling at a cost of approximately $40.20 million, Cube Safety Holdco at roughly $19.48 million, KIO Networks at $10 million and ISQ Orchid Fund LP at $18 million. It separately acquired additional interests in TEN for approximately $22.42 million, Entek Technology Holdings for $25.57 million and Ezee Fiber Texas for $2.8 million. These assets span transportation equipment, environmental infrastructure, data centers/digital infrastructure, power-related infrastructure and fiber connectivity, creating a genuine diversified infrastructure portfolio rather than a single-project SPV.
THE RELATED-PARTY ACQUISITION MECHANISM IS ONE OF THE MOST IMPORTANT DILIGENCE POINTS IN THE ENTIRE STRUCTURE
A major portion of the Series II portfolio was not necessarily sourced directly from unrelated third parties at the exact moment OpenInfra subscribed. The June 2026 10-Q states that Liberty Tire, Cube Safety Holdco, KIO Networks and ISQ Orchid Fund were acquired from affiliates advised by affiliates of the Manager. Series II also purchased incremental interests in TEN, Entek and Ezee Fiber from affiliated I Squared structures. Most of these transfers occurred at affiliate cost, while KIO Networks and TEN were acquired at fair value. Series II also incurs warehouse-financing costs related to assets held by affiliates before transfer and participates alongside other affiliated I Squared funds in sourcing and broken-deal expenses. This is not inherently unusual for a private-wealth feeder into an established institutional platform, but it makes allocation, valuation and conflict procedures central to investor diligence.
THE PUBLIC FINANCIAL STATEMENTS REVEAL COSTS THAT FORM D ALONE WOULD NEVER SHOW
Series II share classes carry materially different ongoing servicing economics. SEC filings disclose annual servicing fees of 0.85% of NAV for certain F-S and S classes, 0.50% for certain F-J and J classes, and 0.25% for designated F-D and D classes, while I, F-I and certain E classes do not incur servicing fees. Series II incurred approximately $3.72 million of servicing fees during the six months ended June 30, 2026. It also reported roughly $553,255 of broken-deal expenses for the first half of 2026, approximately $1.15 million of warehousing interest costs, about $940,150 of personnel-related professional expenses and roughly $401,842 of manager-incurred travel and entertainment costs recharged during that period. These figures provide unusually concrete evidence that investors need to look beyond the headline management fee and examine the complete operating-expense stack.
I SQUARED'S PLATFORM SCALE IS SIGNIFICANT BUT MUST NOT BE CONFUSED WITH OPENINFRA'S $339.31 MILLION FORM D SALES
I Squared's official materials currently report approximately $60 billion of assets under management, more than 100 portfolio companies, over 110,000 portfolio-company employees and investments spanning more than 115 countries. The firm operates across global equity, growth markets, energy transition, infrastructure credit and InfraTech strategies. Those metrics establish the sponsor's institutional scale and sourcing capability, but they are not ISQ OpenInfra's assets. Likewise, recent I Squared announcements involving a potential $2 billion Saudi infrastructure deployment, a $1 billion India transmission platform, oOh!media, Muon Space or other platform-level investments cannot automatically be assigned to OpenInfra. For this vehicle, the strongest asset evidence is the portfolio actually disclosed in its 10-Q and audited financial statements.
FINAL ASSESSMENT
ISQ Open Infrastructure is unusually strong from a research-evidence perspective because eight separate layers can be independently verified: $339.31 million of Form D sales; 1,384 investors; a jump from only $880,000 one year earlier; an SEC-registered dedicated OpenInfra adviser; legally segregated Series I and Series II; Series I's substantial investment into Series II; a directly disclosed infrastructure portfolio including TEN, Liberty Tire, KIO Networks, Entek and Ezee Fiber; and detailed public disclosure of related-party transfers, servicing fees, warehouse costs and operating expenses. The principal diligence issue is therefore not whether the vehicle exists or has identifiable assets. It is whether investors fully understand the multi-layer structure, class-specific fees, affiliated sourcing arrangements, valuation procedures, redemption limitations and the difference between subscribing to Series I versus Series II.
SEC SNAPSHOT
Issuer: ISQ Open Infrastructure Company LLC CIK: 0002059924 SEC Form: Form D/A Accession No.: 0002059924-26-000001 File No.: 021-556173 Film No.: 261389015 Filing Date: September 18, 2026 Formation Year: 2025 Jurisdiction: Delaware Principal Address: 600 Brickell Avenue, Miami, FL 33131 Telephone: 786-693-5739 SEC Exchange Act File No.: 000-56735 Industry on Form D: Other Offering Exemption: Rule 506(b) Security Types: Equity / Debt Offering Amount: Indefinite Amount Sold: $339,311,744 Remaining: Indefinite Investors: 1,384 Minimum Investment: $0 reported First Sale: September 2, 2025 Offering Duration Over One Year: YES Business Combination Transaction: NO Estimated Sales Commissions: $3,260,019 Finder's Fees: $0 Manager: ISQ OpenInfra Registered Advisor LLC Distribution Recipient: Morgan Stanley Smith Barney LLC Distribution CRD: 149777 Signer: Jacob Moussa Signer Title: Chief Operating Officer
CAPITAL FORMATION PENETRATION
August 28, 2025 Initial Form D: Amount Sold: $0 Investors: 0 First Sale Yet to Occur: YES
September 18, 2025 Amendment: Amount Sold: $880,000 Investors: 110
September 18, 2026 Amendment: Amount Sold: $339,311,744 Investors: 1,384
Increase in Reported Amount Sold: $338,431,744
Investor Count Increase: 1,274
2026 Simple Average Form D Amount Per Investor: Approximately $245,000
Actual Individual Subscription Amounts Publicly Disclosed: NO
Cumulative Form D Sales Equal Current NAV: NO
SERIES STRUCTURE PENETRATION
Company: ISQ Open Infrastructure Company LLC
Series Established: Series I Series II
Series Formation Date: March 13, 2025
Series Legally Segregated: YES
Assets and Liabilities Segregated: YES
Separate Federal Tax Treatment Intended: YES
Investment in One Series Automatically Equals Investment in Other Series: NO
Series I December 31, 2025: Investment in Series II: $35,601,783 Total Assets: $36,258,928
Approximate Percentage of Series I Assets Represented by Series II Position: More than 98%
Interpretation: Series I initially operated predominantly as an access layer into Series II.
SERIES II PORTFOLIO PENETRATION
Transport Equipment Network / TEN: Sector: Transportation / Logistics Series II Exposure Confirmed: YES June 30, 2026 Reported Fair Value: Approximately $63.18 million Interest Held Through Wholly Owned Intermediate Entity: YES
Liberty Tire Recycling: Sector: Environmental Infrastructure 2026 Series II Acquisition Cost: Approximately $40.20 million I Squared Platform Acquisition Publicly Confirmed: YES Acquired From I Squared Affiliate: YES
Cube Safety Holdco: 2026 Acquisition Cost: Approximately $19.48 million Affiliate Transfer: YES
KIO Networks: Sector: Digital Infrastructure / Data Centers 2026 Acquisition Cost: $10 million Affiliate Transfer: YES Transfer Basis: Fair Value
ISQ Orchid Fund LP: 2026 Acquisition Cost: $18 million Affiliate Transfer: YES
Entek Technology Holdings LLC: Additional 2026 Series II Acquisition Cost: Approximately $25.57 million
Ezee Fiber Texas LLC: Sector: Digital Infrastructure / Fiber Additional 2026 Series II Acquisition Cost: $2.8 million
TEN Additional 2026 Acquisition: Cost: Approximately $22.42 million Transfer Basis: Fair Value
All I Squared Global Portfolio Companies Automatically Held by OpenInfra: NO
RELATED-PARTY / AFFILIATE PENETRATION
Series II Invests Alongside Affiliated I Squared Funds: YES
Assets Acquired From Manager Affiliates: YES
Affiliate Cost Transfers: YES
Fair-Value Transfers: YES
KIO Networks Transfer at Fair Value: YES
TEN Transfer at Fair Value: YES
Warehouse Financing Before Series II Acquisition: YES
2026 First-Half Warehousing Interest Costs: Approximately $1.15 million
Broken-Deal Expenses: YES
2026 First-Half Broken-Deal Expenses: Approximately $553,255
Manager Support Services to Portfolio Companies: YES
Potential Conflicts of Interest From Allocation / Affiliate Transfers: YES
Independent Conflict Controls Described in SEC Reporting: YES, but investors should review current governance documents and valuation procedures directly.
FEE / EXPENSE PENETRATION
Certain F-S / S Class Servicing Fee: 0.85% of NAV annually
Certain F-J / J Class Servicing Fee: 0.50% of NAV annually
Certain F-D / D Class Servicing Fee: 0.25% of NAV annually
Certain I / F-I / E Classes: No servicing fee
Series II Servicing Fees for Six Months Ended June 30, 2026: Approximately $3,719,797
Series II Personnel-Related Professional Expenses for First Half 2026: Approximately $940,150
Travel and Entertainment Recharged for First Half 2026: Approximately $401,842
Broken-Deal Expenses for First Half 2026: Approximately $553,255
Warehousing Interest Costs for First Half 2026: Approximately $1,151,137
These Costs Equal Complete Investor Expense Ratio: NO
Distribution / Servicing Fees May Vary by Share Class: YES
AUDIT / REPORTING PENETRATION
Exchange Act Reporting Company: YES
Annual Form 10-K: YES
Quarterly Form 10-Q: YES
Independent Auditor: PricewaterhouseCoopers LLP
PwC Auditor Since: 2025
Series I Audited Financial Statements: YES
Series II Audited Financial Statements: YES
Financial Statements Prepared Under U.S. GAAP: YES
Series II Applies Investment Company Accounting Under ASC 946: YES
Registered Investment Company Under Investment Company Act: NO
Accounting Classification Automatically Means 1940 Act Registration: NO
MANAGER / ADVISER PENETRATION
Current Manager: ISQ OpenInfra Registered Advisor LLC
Previous Legal Name: I Squared Capital Registered Advisor LLC
Legal Name Change Effective: April 28, 2026
CRD: 332721
SEC File Number: 801-131893
SEC Registered Adviser: YES
Official OpenInfra Website: isqopeninfraco.com
Parent / Affiliate Platform: I Squared Capital
Manager Responsible for NAV Calculations: YES
Manager Affiliated With I Squared: YES
I SQUARED PLATFORM PENETRATION
Official Sponsor: I Squared Capital
Founded: 2012
2026 Official AUM: Approximately $60 billion
Portfolio Companies: 100+
Portfolio Company Employees: 110,000+
Countries With Investments: 115+
Global Offices: 9
Investment Strategies: Global Equity Growth Markets Energy Transition Infrastructure Credit InfraTech
$60B Platform AUM Equal to OpenInfra AUM: NO
$60B Platform AUM Equal to Form D Amount Sold: NO
RECENT I SQUARED TRANSACTION CONTEXT
Liberty Tire Recycling: Acquisition announced October 2025 Environmental infrastructure platform OpenInfra Series II exposure separately confirmed in SEC financial statements
Cube Grid: Launched May 2026 Target equity deployment: Up to $1 billion India transmission platform Automatically OpenInfra Holding: NO
PIF / Saudi Arabia MoU: Potential deployment: Up to $2 billion Digital infrastructure and district cooling Automatically OpenInfra Holding: NO
Muon Space: InfraTech investment announced August 2026 Automatically OpenInfra Holding: NO
oOh!media: Acquisition announced August 2026 Automatically OpenInfra Holding: NO
Only assets specifically disclosed in OpenInfra financial statements should be treated as confirmed OpenInfra holdings.
WEBSITE / ENTITY PENETRATION
Official ISQ OpenInfra Website Confirmed: YES
Official I Squared Website Confirmed: YES
Issuer CIK Confirmed: YES
Dedicated Manager Confirmed: YES
CRD 332721 Confirmed: YES
SEC 801-131893 Confirmed: YES
PwC Auditor Confirmed: YES
Morgan Stanley Distribution Relationship Confirmed: YES
Series I Confirmed: YES
Series II Confirmed: YES
TEN Holding Confirmed: YES
Liberty Tire Holding Confirmed: YES
KIO Networks Holding Confirmed: YES
Entek Holding Confirmed: YES
Ezee Fiber Holding Confirmed: YES
Complete Current September 2026 Portfolio Publicly Updated in Form D: NO
Current Total NAV Equal to $339.31M: NOT ESTABLISHED
NAV Per Share Published by Official Website: YES
Official Website NAV Per Share as of July 31, 2026: $31.80 for displayed selected share class context; investors must verify their specific class.
CORE INVESTOR QUESTIONS
Should an investor subscribe to Series I or Series II What economic differences exist between the two Series Why does Series I invest so heavily in Series II What additional layer of fees or structural costs results from Series I investing into Series II Which share class is being purchased What servicing fee applies to that share class What management fee applies Is there a performance allocation What distribution fees apply How much of the $339.31 million remains invested after redemptions What is current total company NAV What is Series I NAV What is Series II NAV How often can investors redeem What redemption gates or limits apply How are private infrastructure assets valued between transactions How are assets transferred from existing I Squared institutional funds into OpenInfra Which transfers occur at cost and which at fair value Who provides independent fairness or valuation oversight How are allocation conflicts handled if an opportunity is suitable for both OpenInfra and I Squared flagship funds How much warehouse interest can be passed through to OpenInfra How much broken-deal expense can OpenInfra bear Why are manager personnel and travel expenses allocated to Series II What percentage of current portfolio value is concentrated in TEN How much exposure is digital infrastructure versus environmental, transport and power What leverage exists at portfolio-company and holding-vehicle levels How does Morgan Stanley compensation differ from ongoing servicing fees Does the share redemption program guarantee liquidity What happens if redemption requests exceed available liquidity
PRIMARY EVIDENCE REVIEWED
SEC Form D/A for ISQ Open Infrastructure Company LLC filed September 18, 2026. SEC Form D/A filed September 18, 2025. Initial SEC Form D filed August 28, 2025. ISQ Open Infrastructure Company LLC Form 10-K for fiscal year ended December 31, 2025. PwC audited Series I and Series II financial statements contained in the 2025 Form 10-K. ISQ Open Infrastructure Company LLC Form 10-Q for quarter ended June 30, 2026. SEC portfolio schedule confirming TEN and other Series II investments. SEC related-party disclosure covering Liberty Tire, Cube Safety, KIO Networks, ISQ Orchid Fund, Entek and Ezee Fiber transactions. SEC disclosure covering servicing fees, warehousing expenses, broken-deal costs and manager-allocated expenses. ISQ OpenInfra official website. I Squared Capital official website and 2026 platform metrics. I Squared official Liberty Tire acquisition announcement. I Squared official 2026 Cube Grid, PIF, Muon Space and other transaction announcements used only for platform context. Regulatory record for ISQ OpenInfra Registered Advisor LLC, CRD 332721 / SEC 801-131893. Delaware / LEI record confirming the manager's April 2026 legal-name change from I Squared Capital Registered Advisor LLC to ISQ OpenInfra Registered Advisor LLC.
IMPORTANT FORM D NOTICE
ISQ Open Infrastructure Company LLC's September 18, 2026 Form D/A reports $339,311,744 of cumulative securities sold to 1,384 investors. That figure is not automatically the vehicle's current NAV because Form D does not reconcile redemptions, investment gains, losses or share-class activity. I Squared Capital's approximately $60 billion of platform AUM is a separate sponsor-level figure and should not be attributed to OpenInfra. Series I and Series II are legally segregated Series with separate assets and liabilities, and an investment in one is not legally an investment in the Company as a whole. Related-party asset transfers and co-investment with other I Squared funds are specifically disclosed in SEC financial statements and should be reviewed alongside valuation, allocation, servicing-fee and redemption policies. SEC registration, Form D filings, Exchange Act reporting and PwC audits do not constitute SEC approval or guarantee investment performance.