Debt

12 Months Ended

Dec. 31, 2025

ISQ Open Infrastructure Company LLC - Series II [Member]

Debt [Line Items]

DEBT

5. 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 Consolidated Statement 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 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 “Credit Agreement”) up to a maximum aggregate principal amount of $60 million with I Squared Capital, LLC (the “Lender”), an affiliate of the Company. The line of credit expires on April 15, 2026, subject to extension options up to six months, requiring the Lender’s approval. The interest rate is the then-current rate offered by a third-party lender or, if no such rate is available, SOFR applicable to such loan plus 2.25%. Interest is calculated on a 360-day year.

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 Credit Agreement). To the extent Series II has not repaid all Loans and other Obligations (as defined in the 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 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 Credit Agreement.

As of December 31, 2025, the Company had $10,510,000 outstanding under the Credit Agreement, and had accrued interest expenses of $34,456.