IPO - StratCap Digital Infrastructure REIT, Inc.

Form Type: CORRESP

Filing Date: 2025-02-12

Corporate Action: Ipo

Type: New

Accession Number: 000110465925011980

Filing Summary: StratCap Digital Infrastructure REIT, Inc. submitted a request to the SEC to accelerate the effectiveness of its Registration Statement on Form S-11 (File No. 333-284566). The company requests that the Registration Statement be declared effective as of 1:00 p.m. Washington, D.C. time on February 14, 2025, or as soon thereafter as practicable. Abarna Meecham, the Interim Chief Financial Officer, Treasurer, and Secretary, signed the correspondence, and Mary Katherine Rawls of Troutman Pepper Locke LLP is the contact person for this request.

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Form Type: S-11/A

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000110465925010929

Filing Summary: StratCap Digital Infrastructure REIT, Inc. is preparing for an initial public offering (IPO) under Registration No. 333-284566, indicating a maximum offering of $575 million. The company focuses on acquiring and managing digital infrastructure assets, particularly data centers, cell towers, wireless easements, fiber networks, and related telecommunications infrastructure. The offering consists of varied classes of common stock, with different selling commissions, and establishes that initial investments start at $2,500 for Class D, I, S, and T shares. Investors face risks related to liquidity, distribution uncertainties, and conflicts of interest due to overlapping personnel in affiliated entities. This offering is structured as a 'best efforts' approach, demanding that the dealer manager strives to sell shares without a commitment to purchase a specific number. StratCap is categorized as an emerging growth company, which subjects it to reduced reporting requirements. Given the high-risk nature of this investment, it is best suited for investors with substantial financial means and no immediate liquidity needs.

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Form Type: S-11

Filing Date: 2025-01-29

Corporate Action: Ipo

Type: New

Accession Number: 000110465925006805

Filing Summary: StratCap Digital Infrastructure REIT, Inc., previously known as Strategic Wireless Infrastructure Fund II, Inc., is filing a registration statement to offer up to $575 million of securities under the Securities Act of 1933. The company plans to focus on acquiring, operating, managing, and leasing digital infrastructure assets, particularly data centers, cell towers, wireless easements, and fiber networks. The offering consists of shares in different classes, each with distinct commissions and fees, targeted towards raising capital for expanding its operations in the digital infrastructure market. The company also indicates that they are an emerging growth company and will be subject to less stringent reporting requirements. Their offerings include a distribution reinvestment plan and the shares are only suitable for long-term investors due to the illiquidity and potential risks involved. The initial minimum investment is set at $2,500. The registration is filed to officially launch the company’s public offering of shares, which will occur once the SEC approves the registration statement.

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Form Type: DRS/A

Filing Date: 2024-11-12

Corporate Action: Ipo

Type: New

Accession Number: 000110465924116607

Filing Summary: StratCap Digital Infrastructure REIT, Inc. has filed an amendment to its registration statement for the proposed public offering of $575 million of its securities, specifically under Form S-11. The company intends to operate as a real estate investment trust (REIT) focusing primarily on acquiring and leasing digital infrastructure assets like data centers, cell towers, wireless easements, and fiber networks. StratCap is structured to accommodate emerging growth company status, allowing it to operate under reduced reporting requirements. The prospectus highlights the continuous offering of multiple classes of shares, including Class D, I, S, and T, each with different fee structures and minimum investment requirements. This investment vehicle does not guarantee liquidity, with potential limitations on stock transfers, and investors may face challenges selling their shares due to the lack of a public trading market.

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Form Type: DRSLTR

Filing Date: 2024-11-12

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924116612

Filing Summary: StratCap Digital Infrastructure REIT, Inc. (formerly known as Strategic Wireless Infrastructure Fund II, Inc.) submitted Amendment No. 3 to its Draft Registration Statement on Form S-11 in response to comments received from the U.S. Securities and Exchange Commission. The submission aims to clarify the determination process for calculating NAV on a monthly basis and addresses concerns regarding rent collection data, joint venture revenue representation, and differences in asset acquisition prices. Key adjustments in the document include: clarification on monthly NAV calculation and disclosures regarding prospective changes deemed fundamental; updating market data reflecting the performance of real estate during the COVID-19 pandemic; adjusting revenue labeling within financial disclosures; and enhancing descriptions regarding lease terms and capital stock rights. A detailed footnote revision clarifies tenant concessions' impact on average rent metrics and accrued expense repayment features, aiming to ensure transparency and compliance with SEC comments.

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Form Type: DRS/A

Filing Date: 2024-05-10

Corporate Action: Ipo

Type: New

Accession Number: 000110465924059818

Filing Summary: Strategic Wireless Infrastructure Fund II, Inc. has filed an amendment to their registration statement on Form S-11 pertaining to an initial public offering (IPO) of up to $575,000,000 in shares of common stock. This includes a primary offering of up to $500,000,000 and a distribution reinvestment plan of up to $75,000,000. The company, structured as a Real Estate Investment Trust (REIT), will focus on acquiring and managing digital infrastructure assets like cell towers and fiber networks. Investors must meet specific suitability standards to participate, given the illiquid nature of the investment. The document details risks associated with investment, including lack of liquidity and the uncertain nature of distributions. The offering is listed as a continuous basis under Rule 415, with shares being offered at a price reflective of their net asset value (NAV).

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Form Type: DRSLTR

Filing Date: 2024-05-10

Corporate Action: Ipo

Type: Update

Accession Number: 000110465924059820

Filing Summary: Strategic Wireless Infrastructure Fund II, Inc. has submitted Amendment No. 2 to its Draft Registration Statement on Form S-11 in response to comments from the SEC Staff. The amendment is intended to address key points raised, including the significance of triple net lease properties, the calculation of net asset value (NAV), the disclosure of tenant leases, and updates on financial covenants related to the recent Secured Credit Facility. Among the revisions, the Company noted that their most significant triple net lease asset represents 11% of total assets and does not meet the SEC significance threshold of 20%. Furthermore, the Company clarified that no significant tenant asset concentration exists across their leases, with the largest tenant, AT&T, accounting for 14.5% of total assets. The Company also discussed policies regarding the potential shift in NAV calculation frequency and updated disclosures related to investment guidelines and risk factors.

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Form Type: DRS/A

Filing Date: 2024-02-13

Corporate Action: Ipo

Type: New

Accession Number: 000110465924019688

Filing Summary: Strategic Wireless Infrastructure Fund II, Inc. filed an amendment to Form S-11 for registration under the Securities Act of 1933, aiming to offer up to $575 million in shares of common stock. This offering includes $500 million in a primary offering and an additional $75 million through a distribution reinvestment plan. The company, structured as a real estate investment trust (REIT), focuses on acquiring and managing digital infrastructure assets including cell towers, fiber networks, and edge computing facilities. The company is externally managed by StratCap Digital Infrastructure Advisors II, LLC, marking it as an emerging growth company with reduced public reporting obligations. The document outlines the risks associated with the investment, including limited liquidity, potential repurchase program restrictions, and reliance on the advisor for operational management. The registration statement is not yet effective, and securities cannot be sold until it is approved by the SEC.

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