UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 5, 2025

STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	333-284566	86-3123526
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

30 Rockefeller Plaza, Suite 2050

New York, NY 10112

(Address of principal executive offices)

	(475) 282-0861
(Registrant’s telephone number, including area code)

660 Steamboat Road, First Floor

Greenwich, CT 06830 

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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. x

Item 8.01 Other Events.

New Principal Executive Office Address

StratCap Digital Infrastructure REIT, Inc. (the “Company”), along with its sponsor, StratCap Investment Management, LLC (the “Sponsor”), relocated. The Company’s new principal executive office is located at 30 Rockefeller Plaza, Suite 2050, New York, NY 10112. The Company’s telephone number at that address is (475) 282-0861.

Distributions

On June 5, 2025, the board of directors of the Company authorized daily gross distributions to the Company’s stockholders of record as of the close of business on each day of the period commencing on July 1, 2025 through September 30, 2025 for each class of shares of the Company’s common stock in the amount of $0.001479452 per share.

The distributions will be paid or reinvested in shares of common stock on a monthly basis in arrears, net of, as applicable, stockholder servicing fees that are payable monthly with respect to certain classes of shares of our common stock.

Investment by StratCap Investment Management, LLC

On June 5, 2025, the board of directors of the Company approved an additional investment in the Company by the Sponsor through the purchase of 237,826.3417 Class I shares at $10.2370 per share, resulting in the receipt of gross proceeds by the Company of approximately $2,434,628 (the “Additional Investment”) on June 6, 2025. As a result of the Additional Investment, our Sponsor holds an aggregate investment in the Company of 498,831 Class I shares and 24,024 Class IX shares.

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 hereunto duly authorized.

	STRATCAP DIGITAL INFRASTRUCTURE REIT, INC.
Date: June 9, 2025	By:	/s/ Abarna Meecham
		Name: Abarna Meecham
		Title: Interim Chief Financial Officer, Treasurer and Secretary
		(Principal Financial Officer and Principal Accounting Officer)