UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 8.01 Other Events.
Investment by StratCap Investment Management, LLC
On August 3, 2025, the board of directors (the “Board”) of StratCap Digital Infrastructure REIT, Inc. (the “Company”) approved an additional investment in the Company by StratCap Investment Management, LLC (the “Sponsor”) through the purchase of 492,229.3444 Class I shares at $10.1873 per share, resulting in the receipt of gross proceeds by the Company of approximately $5,014,488 (the “Additional Investment”) on August 4, 2025. As a result of the Additional Investment, the Sponsor holds an aggregate investment in the Company of 1,370,884 Class I shares and 24,237 Class IX shares.
In connection with, and effective immediately prior to, the Additional Investment, the Board, under the terms of the Company’s Articles of Amendment and Restatement (as amended, the “Charter”), approved an excepted holder limit of 50% for the Sponsor (the “Excepted Holder Limit”). The Excepted Holder Limit provides that the Sponsor is exempted from (i) the Charter’s common stock ownership limit of not more than 9.9% in value of the aggregate of the outstanding shares of the Company's common stock and (ii) the Charter’s aggregate stock ownership limit of not more than 9.9% in value of the aggregate of the outstanding shares of all of the Company's stock, and is instead subject to the percentage limit established by the Board.
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: August 5, 2025 | By: | /s/ Michael Weidner |
| Name: Michael Weidner | ||
| Title: Chief Financial Officer and Treasurer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||